10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2010
Commission file number 001-12215

Quest Diagnostics Incorporated

Three Giralda Farms

Madison, NJ 07940

(973) 520-2700

Delaware

(State of Incorporation)

16-1387862

(I.R.S. Employer Identification Number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o  (Do not check if a smaller reporting company)	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x

As of April 21, 2010, there were 179,928,849 outstanding shares of the registrant’s common stock, $.01 par value.

PART I - FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements
	Index to consolidated financial statements filed as part of this report:
	Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009	2
	Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	31
Item 4.	Controls and Procedures
	Controls and Procedures	32

1

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(unaudited)
(in thousands, except per share data)

	Three Months Ended March 31,
	2010			2009
Net revenues	$	1,805,503		$	1,808,006
Operating costs and expenses:
Cost of services		1,066,373			1,053,489
Selling, general and administrative		430,733			424,301
Amortization of intangible assets		9,359			9,005
Other operating expense, net		476			148
Total operating costs and expenses		1,506,941			1,486,943
Operating income		298,562			321,063
Other income (expense):
Interest expense, net		(35,955	)		(39,408	)
Equity earnings in unconsolidated joint ventures		7,964			8,570
Other income (expense), net		6,012			(2,709	)
Total non-operating expenses, net		(21,979	)		(33,547	)
Income from continuing operations before taxes		276,583			287,516
Income tax expense		105,378			110,189
Income from continuing operations		171,205			177,327
Loss from discontinued operations, net of taxes		(52	)		(1,671	)
Net income		171,153			175,656
Less: Net income attributable to noncontrolling interests		8,705			8,554
Net income attributable to Quest Diagnostics	$	162,448		$	167,102
Amounts attributable to Quest Diagnostics’ stockholders:
Income from continuing operations	$	162,500		$	168,773
Loss from discontinued operations, net of taxes		(52	)		(1,671	)
Net income	$	162,448		$	167,102
Earnings per share attributable to Quest Diagnostics’ common stockholders - basic:
Income from continuing operations	$	0.90		$	0.89
Loss from discontinued operations		—			(0.01	)
Net income	$	0.90		$	0.88
Earnings per share attributable to Quest Diagnostics’ common stockholders - diluted:
Income from continuing operations	$	0.89		$	0.89
Loss from discontinued operations		—			(0.01	)
Net income	$	0.89		$	0.88
Weighted average common shares outstanding:
Basic		180,219			189,370
Diluted		182,383			190,698
Dividends per common share	$	0.10		$	0.10

The accompanying notes are an integral part of these statements.

2

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2010 AND DECEMBER 31, 2009
(in thousands, except per share data)

	March 31, 2010			December 31, 2009
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	463,239		$	534,256
Accounts receivable, net of allowance for doubtful accounts of $239,875 and $238,206 at March 31, 2010 and December 31, 2009, respectively		865,160			827,343
Inventories		79,462			91,386
Deferred income taxes		130,958			131,800
Prepaid expenses and other current assets		106,429			94,640
Total current assets		1,645,248			1,679,425
Property, plant and equipment, net		811,875			825,946
Goodwill, net		5,082,253			5,083,944
Intangible assets, net		817,454			823,665
Other assets		159,379			150,663
Total assets	$	8,516,209		$	8,563,643
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	906,094		$	888,705
Current portion of long-term debt		170,404			170,507
Total current liabilities		1,076,498			1,059,212
Long-term debt		2,944,789			2,936,792
Other liabilities		565,707			556,175
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600,000 shares authorized at both March 31, 2010 and December 31, 2009; 214,169 shares and 214,110 shares issued at March 31, 2010 and December 31, 2009, respectively		2,142			2,141
Additional paid-in capital		2,276,306			2,302,368
Retained earnings		3,361,029			3,216,639
Accumulated other comprehensive loss		(22,634	)		(20,961	)
Treasury stock, at cost; 34,303 shares and 30,817 shares at March 31, 2010 and December 31, 2009, respectively		(1,712,669	)		(1,510,548	)
Total Quest Diagnostics stockholders’ equity		3,904,174			3,989,639
Noncontrolling interests		25,041			21,825
Total stockholders’ equity		3,929,215			4,011,464
Total liabilities and stockholders’ equity	$	8,516,209		$	8,563,643

The accompanying notes are an integral part of these statements.

3

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(unaudited)
(in thousands)

	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities:
Net income	$	171,153		$	175,656
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		63,333			64,860
Provision for doubtful accounts		76,279			81,428
Deferred income tax provision		3,563			13,061
Stock-based compensation expense		11,127			14,091
Benefits from stock-based compensation arrangements		473			(1,062	)
Other, net		8,708			(2,404	)
Changes in operating assets and liabilities:
Accounts receivable		(115,287	)		(136,106	)
Accounts payable and accrued expenses		(81,935	)		(6,866	)
Income taxes payable		98,413			63,900
Other assets and liabilities, net		3,388			6,205
Net cash provided by operating activities		239,215			272,763
Cash flows from investing activities:
Business acquisitions, net of cash acquired		—			(1,429	)
Capital expenditures		(39,763	)		(39,610	)
Increase in investments and other assets		(2,831	)		(326	)
Net cash used in investing activities		(42,594	)		(41,365	)
Cash flows from financing activities:
Proceeds from borrowings		—			50,000
Repayments of debt		(699	)		(50,597	)
Purchases of treasury stock		(250,712	)		(250,000	)
Exercise of stock options		19,739			10,016
Benefits from stock-based compensation arrangements		(473	)		1,062
Dividends paid		(18,372	)		(19,041	)
Distributions to noncontrolling interests		(5,489	)		(5,007	)
Other financing activities		(11,632	)		(17,556	)
Net cash used in financing activities		(267,638	)		(281,123	)
Net change in cash and cash equivalents		(71,017	)		(49,725	)
Cash and cash equivalents, beginning of period		534,256			253,946
Cash and cash equivalents, end of period	$	463,239		$	204,221

The accompanying notes are an integral part of these statements.

4

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise indicated)
(unaudited)

1.       BASIS OF PRESENTATION

          Background

          Quest Diagnostics Incorporated and its subsidiaries (“Quest Diagnostics” or the “Company”) is the world’s leading provider of diagnostic testing, information and services, providing insights that enable patients, physicians and others to make decisions to improve health. Quest Diagnostics offers patients and physicians the broadest access to diagnostic laboratory services through the Company’s nationwide network of laboratories and patient service centers. The Company provides interpretive consultation through the largest medical and scientific staff in the industry, with approximately 900 M.D.s and Ph.D.s primarily located in the United States. Quest Diagnostics is the leading provider of clinical testing, including gene-based testing and other esoteric testing, anatomic pathology services and testing for drugs-of-abuse, and the leading provider of risk assessment services for the life insurance industry. The Company is also a leading provider of testing for clinical trials. The Company’s diagnostics products business manufactures and markets diagnostic test kits and specialized point-of-care testing. Quest Diagnostics empowers healthcare organizations and clinicians with state-of-the-art information technology solutions that can improve patient care and medical practice.

          Basis of Presentation

          The interim consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. The interim consolidated financial statements have been compiled without audit. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2009 Annual Report on Form 10-K.

          The year-end balance sheet data was derived from the audited financial statements as of December 31, 2009, but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).

          Certain reclassifications have been made to prior year amounts in the statement of cash flows to conform to the current year presentation.

          Use of Estimates

          The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

5

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          Earnings Per Share

          The Company’s unvested restricted common stock and unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company’s Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Non-Employee Director Long-Term Incentive Plan.

          The computation of basic and diluted earnings per common share was as follows (in thousands, except per share data):

	Three Months Ended March 31,
	2010			2009
Amounts attributable to Quest Diagnostics’ stockholders:
Income from continuing operations	$	162,500		$	168,773
Loss from discontinued operations, net of taxes		(52	)		(1,671	)
Net income available to Quest Diagnostics’ common stockholders	$	162,448		$	167,102
Income from continuing operations	$	162,500		$	168,773
Less: Earnings allocated to participating securities		660			326
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	161,840		$	168,447
Weighted average common shares outstanding – basic		180,219			189,370
Effect of dilutive securities:
Stock options and performance share units		2,164			1,328
Weighted average common shares outstanding – diluted		182,383			190,698
Earnings per share attributable to Quest Diagnostics’ common stockholders - basic:
Income from continuing operations	$	0.90		$	0.89
Loss from discontinued operations		—			(0.01	)
Net income	$	0.90		$	0.88
Earnings per share attributable to Quest Diagnostics’ common stockholders - diluted:
Income from continuing operations	$	0.89		$	0.89
Loss from discontinued operations		—			(0.01	)
Net income	$	0.89		$	0.88

          Stock options and performance share units of 2.7 million shares and 5.1 million shares for the three months ended March 31, 2010 and March 31, 2009, respectively, were not included due to their antidilutive effect.

6

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

           New Accounting Standards

          In June 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting standards related to the consolidation of variable interest entities (“VIE”). This standard provides a new approach for determining which entity should consolidate a VIE, how and when to reconsider the consolidation or deconsolidation of a VIE and requires disclosures about an entity’s significant judgments and assumptions used in its decision to consolidate or not consolidate a VIE. Under this standard, the new consolidation model is a more qualitative assessment of power and economics that considers which entity has the power to direct the activities that “most significantly impact” the VIE’ s economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The adoption of this standard on January 1, 2010 was not material to the Company’s consolidated financial statements.

          In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminates the use of the residual method for allocating arrangement consideration and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

          In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition accounting standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

          In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures about an entity’s use of fair value measurements. Among these amendments, entities will be required to provide enhanced disclosures about transfers into and out of the Level 1 (fair value determined based on quoted prices in active markets for identical assets and liabilities) and Level 2 (fair value determined based on significant other observable inputs) classifications, provide separate disclosures about purchases, sales, issuances and settlements relating to the tabular reconciliation of beginning and ending balances of the Level 3 (fair value determined based on significant unobservable inputs) classification and provide greater disaggregation for each class of assets and liabilities that use fair value measurements. Except for the detailed Level 3 roll-forward disclosures, the new standard is effective for the Company for interim and annual reporting periods beginning after December 31, 2009. The adoption of this accounting standards amendment did not have a material impact on the Company’s consolidated financial statements. The requirement to provide detailed disclosures about the purchases, sales, issuances and settlements in the roll-forward activity for Level 3 fair value measurements is effective for the Company for interim and annual reporting periods beginning after December 31, 2010. The Company does not expect that the adoption of these new disclosure requirements will have a material impact on its consolidated financial statements.

          In February 2010, the FASB issued an amendment to the accounting standards related to the accounting for, and disclosure of, subsequent events in an entity’s consolidated financial statements. This standard amends the authoritative guidance for subsequent events that was previously issued and among other things exempts Securities and Exchange Commission registrants from the requirement to disclose the date through which it has evaluated subsequent events for either original or restated financial statements. This standard does not apply to subsequent

7

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

events or transactions that are within the scope of other applicable GAAP that provides different guidance on the accounting treatment for subsequent events or transactions. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

2.       FAIR VALUE MEASUREMENTS

          The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, as determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company has used the most advantageous market, which is the market in which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement.

          Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

          Level 1: Quoted prices in active markets for identical assets or liabilities.

          Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

          Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

          The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis.

			Basis of Fair Value Measurements
			Quoted Prices in Active Markets for Identical Assets / Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
March 31, 2010			Level 1		Level 2		Level 3
Assets:
Trading securities	$	35,016	$	35,016	$	—	$	—
Cash surrender value of life insurance policies		18,476		—		18,476		—
Stock warrants		4,003		—		—		4,003
Foreign currency forward contracts		2,153		—		2,153		—
Total	$	59,648	$	35,016	$	20,629	$	4,003
Liabilities:
Deferred compensation liabilities	$	56,358	$	—	$	56,358	$	—
Interest rate swaps		5,994		—		5,994		—
Foreign currency forward contracts		639		—		639		—
Total	$	62,991	$	—	$	62,991	$	—

8

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

			Basis of Fair Value Measurements
			Quoted Prices in Active Markets for Identical Assets / Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
December 31, 2009			Level 1		Level 2		Level 3
Assets:
Trading securities	$	33,871	$	33,871	$	—	$	—
Cash surrender value of life insurance policies		15,873		—		15,873		—
Foreign currency forward contracts		2,357		—		2,357		—
Total	$	52,101	$	33,871	$	18,230	$	—
Liabilities:
Interest rate swaps	$	14,398	$	—	$	14,398	$	—
Foreign currency forward contracts		311		—		311		—
Deferred compensation liabilities		53,919		—		53,919		—
Total	$	68,628	$	—	$	68,628	$	—

          The Company offers certain employees the opportunity to participate in a supplemental deferred compensation plan. A participant’s deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the trading securities.

          The Company offers certain employees the opportunity to participate in a non-qualified deferred compensation program. A participant’s deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program’s liability. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments. Changes in the fair value of the deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the deferred compensation obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments.

          The fair value measurements of foreign currency forward contracts are obtained from a third-party pricing service and are based on market prices in actual transactions and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The fair value measurements of the Company’s interest rate swaps are model-derived valuations as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present and future market conditions. The Company does not believe that the changes in the fair values of its foreign currency forward contracts and interest rate swaps will materially differ from the amounts that could be realized upon settlement or maturity or that the changes in fair value will have a material effect on its results of operations, liquidity and capital resources.

          The stock warrants are a derivative financial instrument that gives the Company the right to purchase unregistered common shares of a publicly-held company. The fair value measurements of the warrants are derived from an option pricing model that includes certain unobservable inputs and assumptions by the Company’s management for an asset with limited market activity and are therefore classified within Level 3. The tabular

9

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

reconciliation of beginning and ending balances and activities of this Level 3 asset have been omitted due to its immateriality.

          The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. At March 31, 2010 and December 31, 2009, the fair value of the Company’s debt was estimated at $3.3 billion, using quoted market prices and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. At March 31, 2010 and December 31, 2009, the estimated fair value exceeded the carrying value of the debt by $144 million and $151 million, respectively.

3.       GOODWILL AND INTANGIBLE ASSETS

          The changes in goodwill, net for the three months ended March 31, 2010 and for the year ended December 31, 2009 are as follows:

	March 31, 2010			December 31, 2009
Balance at beginning of period	$	5,083,944		$	5,054,926
Goodwill acquired during the year		—			25,973
Other purchase accounting adjustments		246			(21,195	)
(Decrease) increase related to foreign currency translation		(1,937	)		24,240
Balance at end of period	$	5,082,253		$	5,083,944

          Approximately 90% of the Company’s goodwill as of March 31, 2010 and December 31, 2009 was associated with its clinical testing business.

          For the year ended December 31, 2009, goodwill acquired during the year was associated with several immaterial acquisitions. For the three months ended March 31, 2010, other purchase accounting adjustments were primarily related to a milestone payment on an acquisition from 2008. For the year ended December 31, 2009, other purchase accounting adjustments were primarily related to a payment received from an escrow fund established at the time of an acquisition in 2007.

          Intangible assets at March 31, 2010 and December 31, 2009 consisted of the following:

	Weighted Average Amortization Period	March 31, 2010							December 31, 2009
		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Amortizing intangible assets:
Customer-related intangibles	19 years	$	600,214	$	(137,632	)	$	462,582	$	600,460	$	(129,994	)	$	470,466
Non-compete agreements	5 years		54,869		(50,713	)		4,156		54,854		(50,252	)		4,602
Other	10 years		72,604		(20,038	)		52,566		68,896		(18,867	)		50,029
Total	18 years		727,687		(208,383	)		519,304		724,210		(199,113	)		525,097
Intangible assets not subject to amortization:
Tradenames			298,150		—			298,150		298,568		—			298,568
Total intangible assets		$	1,025,837	$	(208,383	)	$	817,454	$	1,022,778	$	(199,113	)	$	823,665

          Amortization expense related to intangible assets was $9.4 million and $9.0 million for the three months ended March 31, 2010 and 2009, respectively.

10

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          The estimated amortization expense related to intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2010 is as follows:

Fiscal Year Ending December 31,
Remainder of 2010	$	33,161
2011		40,301
2012		38,354
2013		36,778
2014		36,083
2015		33,832
Thereafter		300,795
Total	$	519,304

4.       FINANCIAL INSTRUMENTS

          The Company uses derivative financial instruments to manage its exposure to market risks for changes in interest rates and foreign currency. This strategy includes the use of interest rate swap agreements, forward starting interest rate swap agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative or trading purposes. The Company does not enter into derivative financial instruments that contain credit-risk-related contingent features or requirements to post collateral.

          A summary of the fair values of derivative instruments in the consolidated balance sheets is stated in the table below (in thousands):

	March 31, 2010			December 31, 2009
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives Designated as Hedging Instruments
Liability Derivatives:
Interest rate swaps	Other liabilities	$	5,994	Other liabilities	$	14,398
Total			5,994			14,398
Derivatives Not Designated as Hedging Instruments
Asset Derivatives:
	Other current			Other current
Foreign currency forward contracts	assets		2,153	assets		2,357
Stock warrants	Other assets		4,003			—
Total			6,156			2,357
Liability Derivatives:
	Other current			Other current
Foreign currency forward contracts	liabilities		639	liabilities		311
Total			639			311
Total Net Derivatives Liability		$	477		$	12,352

11

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          Interest Rate Risk

          The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change, however, due to their relatively short maturities, the Company does not hedge these assets and the impact of interest rate risk is not material. The Company’s debt obligations consist of fixed-rate and variable-rate debt instruments. The Company’s objective is to mitigate the variability in cash outflows that result from changes in interest rates by maintaining a balanced mix of fixed-rate and variable-rate debt obligations. In order to achieve these objectives, the Company has entered into interest rate swaps. Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net payments are recognized as an adjustment to interest expense.

          The Company formally documents its hedge relationships, including identifying the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. On the date the derivative is entered into, the Company designates the type of derivative as a fair value hedge or cash flow hedge, and accounts for the derivative in accordance with its designation as prescribed by the FASB standards on accounting for derivative instruments and hedging activities. At inception and at least quarterly thereafter, the Company formally assesses whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. All components of each derivative financial instrument’s gain or loss are included in the assessment of hedge effectiveness.

          In November 2009, the Company entered into various fixed-to-variable interest rate swap agreements (the “Fixed-to-Variable Interest Rate Swap Agreements”) which have a notional amount totaling $350 million and a variable interest rate based on one-month LIBOR plus 1.33%. These derivative financial instruments are accounted for as fair value hedges of a portion of our Senior Notes due 2020 and effectively convert that portion of the debt into variable interest rate debt. Accordingly, the Company recognizes the changes in the fair value of both the Fixed-to-Variable Interest Rate Swap Agreements and the underlying debt obligation in “other income (expense), net” as equal and offsetting gains and losses. The fair value of the Fixed-to-Variable Interest Rate Swap Agreements was a liability of $6.0 million and $14.4 million, respectively, at March 31, 2010 and December 31, 2009. Since inception, the fair value hedges were effective; therefore, there is no impact on earnings for the three months ended March 31, 2010 as a result of hedge ineffectiveness.

          In previous years, the Company entered into various forward starting interest rate swap agreements and treasury-lock agreements that were accounted for as cash flow hedges. The effective portions of the changes in fair value of these derivatives represent deferred gains or losses that are recorded in “accumulated other comprehensive loss.” These deferred gains or losses are reclassified from accumulated other comprehensive loss to the statement of operations in the same period or periods during which the hedged transaction affects earnings, which is when the Company recognizes interest expense on the hedged cash flows. The total loss, net of tax benefit, recognized in “accumulated other comprehensive loss” on these cash flow hedges as of March 31, 2010 and December 31, 2009 was $7.2 million and $7.3 million, respectively. The net amount of deferred gains and losses on cash flow hedges that is expected to be reclassified from accumulated other comprehensive loss into earnings within the next 12 months is $1.1 million.

          Foreign Currency Risk

          The Company is exposed to market risk for changes in foreign exchange rates primarily under certain intercompany receivables and payables. Foreign exchange forward contracts are used to mitigate the exposure of the eventual net cash inflows or outflows resulting from these intercompany transactions. The objective is to hedge a portion of the forecasted foreign currency risk over a rolling 12-month time horizon to mitigate the eventual impacts of changes in foreign exchange rates on the cash flows of the intercompany transactions. As of March 31, 2010, the total notional amount of foreign currency forward contracts in U.S. dollars was $76.6 million and principally consists of contracts in Swedish krona and British pounds. Notional amounts represent the face amount of contractual arrangements and the basis on which currencies are exchanged and are not a measure of market or credit risk exposure. The Company does not designate these derivative instruments as hedges under current

12

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

accounting standards unless the benefits of doing so are material. The Company’s foreign exchange exposure is not material to the Company’s consolidated financial condition or results of operations. The Company does not hedge its net investment in non-U.S. subsidiaries because it views those investments as long-term in nature.

          Stock Warrants

          The stock warrants are a derivative financial instrument that gives the Company the right to purchase unregistered common shares of a publicly-held company and the value is derived from an option pricing model.

5. STOCKHOLDERS’ EQUITY

          Changes in stockholders’ equity for the three months ended March 31, 2010 were as follows:

				Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstand -ing			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Compre- hensive Loss			Treasury Stock, at Cost			Compre- hensive Income			Non- controlling Interests			Total Stock- holders’ Equity
Balance, December 31, 2009		183,293		$	2,141		$	2,302,368		$	3,216,639		$	(20,961	)	$	(1,510,548	)				$	21,825		$	4,011,464
Net income											162,448								$	162,448			8,705			171,153
Currency translation														(1,854	)					(1,854	)					(1,854	)
Deferred loss, less reclassifications														181						181						181
Comprehensive income																			$	160,775
Dividends declared											(18,058	)														(18,058	)
Distributions to noncontrolling interests																							(5,489	)		(5,489	)
Issuance of common stock under benefit plans		747			2			(25,090	)								29,773									4,685
Stock-based compensation expense								10,296									831									11,127
Exercise of stock options		553						(7,863	)								27,602									19,739
Shares to cover employee payroll tax withholdings on stock issued under benefit plans		(267	)		(1	)		(5,280	)								(9,615	)								(14,896	)
Tax benefits associated with stock-based compensation plans								1,875																		1,875
Purchases of treasury stock		(4,460	)														(250,712	)								(250,712	)
Balance, March 31, 2010		179,866		$	2,142		$	2,276,306		$	3,361,029		$	(22,634	)	$	(1,712,669	)				$	25,041		$	3,929,215

          The deferred loss primarily represents deferred losses on the Company’s interest rate swap and forward starting interest rate swap agreements, net of amounts reclassified to interest expense. Foreign currency translation adjustments are not adjusted for income taxes since they relate to indefinite investments in non-U.S. subsidiaries.

          Dividend Program

          During each of the quarters of 2010 and 2009, the Company’s Board of Directors has declared a quarterly cash dividend of $0.10 per common share.

          Share Repurchase Plan

          In January 2010, the Company’s Board of Directors authorized the Company to repurchase an additional $750 million of the Company’s common stock. The share repurchase authorization has no set expiration or termination date.

          In January 2010, the Company executed an accelerated share repurchase transaction with a bank to repurchase 4.5 million shares of the Company’s outstanding common stock for an initial purchase price of $56.05

13

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

per share. The purchase price of these shares was subject to an adjustment based on the volume weighted average price of the Company’s common stock during a period following execution of the agreement. The total cost of the initial purchase was $250 million. The purchase price adjustment was settled in the first quarter of 2010 and resulted in an additional cash payment of $0.7 million, for a final purchase price of $250.7 million, or $56.21 per share. For the three months ended March 31, 2010, the Company reissued 1.0 million shares for employee benefit plans. At March 31, 2010, $499 million of share repurchase authorization remained available.

          Changes in stockholders’ equity for the three months ended March 31, 2009 were as follows:

				Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstand -ing			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Compre- hensive Loss			Treasury Stock, at Cost			Compre- hensive Income			Non- controlling Interests			Total Stock- holders’ Equity
Balance, December 31, 2008		190,374		$	2,141	$	2,262,065		$	2,561,679		$	(68,068	)	$	(1,152,921	)				$	20,238		$	3,625,134
Net income										167,102								$	167,102			8,554			175,656
Currency translation													(20,094	)					(20,094	)					(20,094	)
Market valuation, net of tax expense of $(190)													290						290						290
Deferred loss, less reclassifications													330						330						330
Comprehensive income																		$	147,628
Dividends declared										(18,611	)														(18,611	)
Distributions to noncontrolling interests																						(5,007	)		(5,007	)
Issuance of common stock under benefit plans		373					25									4,425									4,450
Stock-based compensation expense							2,739									11,352									14,091
Exercise of stock options		327					(5,840	)								15,856									10,016
Shares to cover employee payroll tax withholdings on stock issued under benefit plans		(119	)				(1,298	)								(3,996	)								(5,294	)
Tax benefits associated with stock-based compensation plans							1,370																		1,370
Purchase of treasury stock		(5,620	)													(250,000	)								(250,000	)
Balance, March 31, 2009		185,335		$	2,141	$	2,259,061		$	2,710,170		$	(87,542	)	$	(1,375,284	)				$	23,785		$	3,532,331

          The market valuation adjustment represents the reversal of prior period unrealized holding losses for investments, net of taxes, where the decline in fair value was deemed to be other than temporary and the resulting loss was recognized in the consolidated statement of operations. The deferred loss primarily represents deferred losses on the Company’s interest rate swap agreements, net of amounts reclassified to interest expense. Foreign currency translation adjustments are not adjusted for income taxes since they relate to indefinite investments in non-U.S. subsidiaries.

          For the three months ended March 31, 2009, the Company repurchased approximately 5.6 million shares of its common stock at an average price of $44.48 per share for $250 million, including 4.5 million shares repurchased from SB Holdings Capital Inc., a wholly-owned subsidiary of GlaxoSmithKline plc., at an average price of $44.33 per share, for $200 million. For the three months ended March 31, 2009, the Company reissued 0.6 million shares for employee benefit plans.

14

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

6.       SUPPLEMENTAL CASH FLOW & OTHER DATA

	Three Months Ended March 31,
	2010			2009
Depreciation expense	$	53,974		$	55,855
Interest expense		(36,530	)		(39,844	)
Interest income		575			436
Interest expense, net		(35,955	)		(39,408	)
Interest paid		35,312			47,137
Income taxes paid		6,829			31,347

7.       COMMITMENTS AND CONTINGENCIES

          The Company has a line of credit with a financial institution totaling $85 million for the issuance of letters of credit (the “Letter of Credit Line”). The Letter of Credit Line, which is renewed annually, matures on November 19, 2010 and is guaranteed by certain of the Company’s domestic, wholly-owned subsidiaries (the “Subsidiary Guarantors”).

          In support of its risk management program, to ensure the Company’s performance or payment to third parties, $72 million in letters of credit were outstanding at March 31, 2010. The letters of credit primarily represent collateral for current and future automobile liability and workers’ compensation loss payments. In addition, $6.4 million of bank guarantees were outstanding at March 31, 2010 in support of certain foreign operations.

          Contingent Lease Obligations

          The Company is subject to contingent obligations under certain leases and other instruments incurred in connection with real estate activities and other operations associated with LabOne, Inc., which the Company acquired in 2005, and certain of its predecessor companies. No liability has been recorded for any of these potential contingent obligations. See Note 15 to the Consolidated Financial Statements contained in the Company’s 2009 Annual Report on Form 10-K for further details.

          Legal Matters

          The Company is involved in various legal proceedings. Some of the proceedings against the Company involve claims that are substantial in amount.

          In 2005, the Company received a subpoena from the U. S. Attorney’s Office for the District of New Jersey. The subpoena seeks the production of business and financial records regarding capitation and risk sharing arrangements with government and private payers for the years 1993 through 1999. The Company cooperated with the U. S. Attorney’s Office.

          In 2005, the Company received a subpoena from the U. S. Department of Health and Human Services, Office of the Inspector General, seeking business records including records regarding the Company’s relationship with health maintenance organizations, independent physician associations, group purchasing organizations, and preferred provider organizations relating back to 1995. The Company has cooperated with the investigation. Subsequently, in November 2009, the U.S. District Court for the Southern District of New York partially unsealed a civil complaint, U. S. ex rel. Fair Laboratory Practices Associates v. Quest Diagnostics Incorporated, filed against the Company under the whistleblower provisions of the federal False Claims Act. The complaint alleges, among other things, violations of the federal Anti-Kickback Statute and the federal False Claims Act in connection with the

15

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Company’s pricing of laboratory services. The complaint seeks damages for alleged false claims associated with laboratory tests reimbursed by government payors, treble damages and civil penalties.

          In 2006 and 2008, the Company and several of its subsidiaries received subpoenas from the California Attorney General’s Office seeking documents relating to the Company’s billings to MediCal, the California Medicaid program. The Company has cooperated with the government’s requests. Subsequently, the State of California intervened as plaintiff in a civil lawsuit, California ex rel. Hunter Laboratories, LLC v. Quest Diagnostics Incorporated., et al., filed in California Superior Court against a number of clinical laboratories, including the Company and several of its subsidiaries. The complaint alleges, among other things, overcharging of MediCal for testing services. The complaint was originally filed by a competitor laboratory in California under the whistleblower provisions of the California False Claims Act. The complaint was unsealed on March 20, 2009.

          In June 2009, a shareholder plaintiff filed a purported derivative action in the Superior Court of New Jersey, Morris County, on behalf of the Company against certain present and former directors and officers of the Company based on, among other things, their alleged breaches of fiduciary duties in connection with the manufacture, marketing, sale and billing related to certain test kits manufactured by NID. The complaint includes claims for, among other things, breach of fiduciary duty and waste of corporate assets and seeks, among other things, damages and remission of compensation received by the individual defendants.

          In April 2010, a putative class action was filed against the Company and NID in the U.S. District Court for the Eastern District of New York on behalf of entities that allegedly purchased or paid for certain of NID’s test kits. The complaint alleges that certain of NID’s test kits were defective and that defendants, among other things, violated RICO and state consumer protection laws. The complaint alleges an unspecified amount of damages.

          The Company and certain of its subsidiaries have received subpoenas from state agencies in four states which seek documents relating to the Company’s Medicaid billing practices in those states. The Company is cooperating with the requests.

          The federal or state governments may bring claims based on new theories as to the Company’s practices which management believes to be in compliance with law. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of government or private payers. The Company is aware of certain pending individual or class action lawsuits, and has received several subpoenas, related to billing practices filed under the qui tam provisions of the Civil False Claims Act and/or other federal and state statutes, regulations or other laws. The Company understands that there may be other pending qui tam claims brought by former employees or other “whistle blowers” as to which the Company cannot determine the extent of any potential liability.

          Several of these matters are in their early stages of development and involve responding to and cooperating with various government investigations and related subpoenas. While the Company believes that at least a reasonable possibility exists that losses may have been incurred, based on the nature and status of the investigations, the losses are either currently not probable or cannot be reasonably estimated.

          Management has established reserves in accordance with generally accepted accounting principles for the matters discussed above. Such reserves totaled approximately $10 million as of March 31, 2010. Although management cannot predict the outcome of such matters, management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company’s financial condition but may be material to the Company’s results of operations or cash flows in the period in which the impact of such matters is determined or paid.

          As a general matter, providers of clinical testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company’s client base and reputation. The Company maintains various liability insurance coverages for, among other things, claims that could result from providing, or failing to provide, clinical testing services, including inaccurate testing results, and other exposures. The Company’s

16

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims. Reserves for such matters are established by considering actuarially determined losses based upon the Company’s historical and projected loss experience. Management believes that present insurance coverage and reserves are sufficient to cover currently estimated exposures. Although management cannot predict the outcome of any claims made against the Company, management does not anticipate that the ultimate outcome of any such proceedings or claims will have a material adverse effect on the Company’s financial condition but may be material to the Company’s results of operations or cash flows in the period in which the impact of such claims is determined or paid.

8.       DISCONTINUED OPERATIONS

          During the fourth quarter of 2005, NID instituted its second voluntary product hold within a six-month period due to quality issues, which adversely impacted the operating performance of NID. As a result, the Company evaluated a number of strategic options for NID. On April 19, 2006, the Company decided to discontinue NID’s operations. During the third quarter of 2006, the Company completed its wind down of NID and classified the operations of NID as discontinued operations. Results of operations for NID have been reported as discontinued operations in the accompanying consolidated statements of operations and related disclosures for all periods presented.

          During the third quarter of 2007, the government and the Company began settlement discussions with respect to the government’s investigation involving NID and the Company. Based on the status of settlement discussions, during 2007 the Company established a reserve, in accordance with generally accepted accounting principles, reflected in discontinued operations, of $241 million in connection with these claims.

          During the third quarter of 2008, the Company and NID reached an agreement in principle with the United States Attorney’s Office to settle the federal government investigation involving NID and the Company regarding NID test kits and tests performed using those test kits. As a result of the agreement in principle in 2008, the Company recorded charges of $75 million in discontinued operations to increase its reserve for the settlement and related matters.

          On April 15, 2009, the Company finalized the resolution of the federal government investigation related to NID and entered into a final settlement agreement with the federal government. In the second quarter of 2009, the Company paid $268 million to settle the civil allegations. The Company also entered into a five-year corporate integrity agreement with the Office of Inspector General for the United States Department of Health and Human Services. In addition, NID pled guilty to a single count of felony misbranding and paid a $40 million fine. These second quarter payments totaling $308 million, which had been previously reserved, were funded out of cash on-hand and available credit facilities. During the third quarter of 2009, the Company finalized separate settlement agreements with certain states and paid approximately $6 million, which had been previously reserved for.

          Summarized financial information for the discontinued operations of NID is set forth below:

	Three Months Ended March 31,
	2010			2009
Net revenues	$	—		$	—
Income (loss) from discontinued operations before income taxes		15			(2,820	)
Income tax (expense) benefit		(67	)		1,149
Loss from discontinued operations, net of taxes	$	(52	)	$	(1,671	)

17

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          The balance sheet information related to NID was not material at March 31, 2010 and December 31, 2009.

9.       BUSINESS SEGMENT INFORMATION

          Clinical testing is an essential element in the delivery of healthcare services. Physicians use clinical tests to assist in the detection, diagnosis, evaluation, monitoring and treatment of diseases and other medical conditions. Clinical testing is generally categorized as clinical laboratory testing and anatomic pathology services. Clinical laboratory testing is performed on whole blood, serum, plasma and other body fluids, such as urine, and specimens such as microbiology samples. Anatomic pathology services are principally for the detection of cancer and are performed on tissues, such as biopsies, and other samples, such as human cells. Customers of the clinical testing business include patients, physicians, hospitals, employers, governmental institutions and other commercial clinical laboratories. The clinical testing business accounted for greater than 90% of net revenues from continuing operations in 2010 and 2009.

          All other operating segments include the Company’s non-clinical testing businesses and consist of its risk assessment services, clinical trials testing, healthcare information technology and diagnostics products businesses. The Company’s risk assessment business provides underwriting support services to the life insurance industry including teleunderwriting, paramedical examinations, laboratory testing and medical record retrieval. The Company’s clinical trials testing business provides clinical testing performed in connection with clinical research trials on new drugs and vaccines. The Company’s healthcare information technology business is a developer and integrator of clinical connectivity and data management solutions for healthcare organizations, physicians and clinicians. The Company’s diagnostics products business manufactures and markets diagnostic test kits.

          On April 19, 2006, the Company decided to discontinue NID’s operations and results of operations for NID have been classified as discontinued operations for all periods presented (see Note 8).

          At March 31, 2010, substantially all of the Company’s services are provided within the United States, and substantially all of the Company’s assets are located within the United States.

          The following table is a summary of segment information for the three months ended March 31, 2010 and 2009. Segment asset information is not presented since it is not used by the chief operating decision maker at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income for the segment. General management and administrative corporate expenses, including amortization of intangible assets, are included in general corporate expenses below. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the Consolidated Financial Statements contained in the Company’s 2009 Annual Report on Form 10-K and Note 1 to the interim consolidated financial statements.

18

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

	Three Months Ended March 31,
	2010			2009
Net revenues:
Clinical laboratory testing business	$	1,657,067		$	1,663,633
All other operating segments		148,436			144,373
Total net revenues	$	1,805,503		$	1,808,006
Operating earnings (loss):
Clinical laboratory testing business	$	340,884		$	343,411
All other operating segments		2,400			12,863
General corporate expenses		(44,722	)		(35,211	)
Total operating income		298,562			321,063
Non-operating expenses, net		(21,979	)		(33,547	)
Income from continuing operations before income taxes		276,583			287,516
Income tax expense		105,378			110,189
Income from continuing operations		171,205			177,327
Loss from discontinued operations, net of taxes		(52	)		(1,671	)
Net income		171,153			175,656
Less: Net income attributable to noncontrolling interests		8,705			8,554
Net income attributable to Quest Diagnostics	$	162,448		$	167,102

19

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

10.     SUMMARIZED FINANCIAL INFORMATION

          The Company’s Senior Notes due 2010, Senior Notes due 2011, Senior Notes due 2015, Senior Notes due 2017, Senior Notes due 2020, Senior Notes due 2037 and Senior Notes due 2040 are fully and unconditionally guaranteed, jointly and severally, by the Subsidiary Guarantors. With the exception of Quest Diagnostics Receivables Incorporated (“QDRI”) (see paragraph below), the non-guarantor subsidiaries are primarily foreign subsidiaries and less than wholly-owned subsidiaries.

          In conjunction with the Company’s secured receivables credit facility, the Company maintains a wholly-owned non-guarantor subsidiary, QDRI. The Company and certain of its Subsidiary Guarantors transfer certain domestic receivables to QDRI. QDRI utilizes the transferred receivables to collateralize borrowings under the Company’s secured receivables credit facility. The Company and the Subsidiary Guarantors provide collection services to QDRI. QDRI uses cash collections principally to purchase new receivables from the Company and the Subsidiary Guarantors.

          The following condensed consolidating financial data illustrates the composition of the combined guarantors. Investments in subsidiaries are accounted for by the parent using the equity method for purposes of the supplemental consolidating presentation. Earnings (losses) of subsidiaries are therefore reflected in the parent’s investment accounts and earnings. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions.

20

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2010

	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net revenues	$	211,221		$	1,482,590		$	192,336		$	(80,644	)	$	1,805,503
Operating costs and expenses:
Cost of services		122,587			879,787			63,999			—			1,066,373
Selling, general and administrative		23,078			314,118			100,868			(7,331	)		430,733
Amortization of intangible assets		17			7,631			1,711			—			9,359
Royalty (income) expense		(101,492	)		101,492			—			—			—
Other operating expense (income), net		1,025			233			(782	)		—			476
Total operating costs and expenses		45,215			1,303,261			165,796			(7,331	)		1,506,941
Operating income		166,006			179,329			26,540			(73,313	)		298,562
Non-operating (expense) income, net		(30,559	)		(66,445	)		1,712			73,313			(21,979	)
Income from continuing operations before taxes		135,447			112,884			28,252			—			276,583
Income tax expense		51,485			45,747			8,146			—			105,378
Income from continuing operations		83,962			67,137			20,106			—			171,205
Loss from discontinued operations, net of taxes		—			(52	)		—			—			(52	)
Equity earnings from subsidiaries		78,486			—			—			(78,486	)		—
Net income		162,448			67,085			20,106			(78,486	)		171,153
Less: Net income attributable to noncontrolling interests		—			—			8,705			—			8,705
Net income attributable to Quest Diagnostics	$	162,448		$	67,085		$	11,401		$	(78,486	)	$	162,448
Condensed Consolidating Statement of Operations Three Months Ended March 31, 2009
	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net revenues	$	210,052		$	1,495,917		$	171,559		$	(69,522	)	$	1,808,006
Operating costs and expenses:
Cost of services		126,963			868,087			58,439			—			1,053,489
Selling, general and administrative		32,672			306,970			91,977			(7,318	)		424,301
Amortization of intangible assets		26			7,848			1,131			—			9,005
Royalty (income) expense		(96,340	)		96,340			—			—			—
Other operating (income) expense, net		(979	)		211			916			—			148
Total operating costs and expenses		62,342			1,279,456			152,463			(7,318	)		1,486,943
Operating income		147,710			216,461			19,096			(62,204	)		321,063
Non-operating (expense) income, net		(41,806	)		(56,464	)		2,519			62,204			(33,547	)
Income from continuing operations before taxes		105,904			159,997			21,615			—			287,516
Income tax expense		41,290			63,794			5,105			—			110,189
Income from continuing operations		64,614			96,203			16,510			—			177,327
Loss from discontinued operations, net of taxes		—			(1,671	)		—			—			(1,671	)
Equity earnings from subsidiaries		102,488			—			—			(102,488	)		—
Net income		167,102			94,532			16,510			(102,488	)		175,656
Less: Net income attributable to noncontrolling interests		—			—			8,554			—			8,554
Net income attributable to Quest Diagnostics	$	167,102		$	94,532		$	7,956		$	(102,488	)	$	167,102

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Balance Sheet
March 31, 2010

	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	374,387	$	22,033		$	66,819		$	—		$	463,239
Accounts receivable, net		27,203		129,830			708,127			—			865,160
Other current assets		72,789		163,458			99,029			(18,427	)		316,849
Total current assets		474,379		315,321			873,975			(18,427	)		1,645,248
Property, plant and equipment, net		177,625		599,289			34,961			—			811,875
Goodwill and intangible assets, net		156,143		5,302,152			441,412			—			5,899,707
Intercompany receivable (payable)		465,450		(89,347	)		(376,103	)		—			—
Investment in subsidiaries		5,860,723		—			—			(5,860,723	)		—
Other assets		166,122		10,918			55,969			(73,630	)		159,379
Total assets	$	7,300,442	$	6,138,333		$	1,030,214		$	(5,952,780	)	$	8,516,209
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	675,619	$	201,460		$	47,442		$	(18,427	)	$	906,094
Current portion of long-term debt		165,772		2,376			2,256			—			170,404
Total current liabilities		841,391		203,836			49,698			(18,427	)		1,076,498
Long-term debt		2,457,487		145,700			341,602			—			2,944,789
Other liabilities		97,390		490,731			51,216			(73,630	)		565,707
Stockholders’ equity:
Quest Diagnostics stockholders’ equity		3,904,174		5,298,066			562,657			(5,860,723	)		3,904,174
Noncontrolling interests		—		—			25,041			—			25,041
Total stockholders’ equity		3,904,174		5,298,066			587,698			(5,860,723	)		3,929,215
Total liabilities and stockholders’ equity	$	7,300,442	$	6,138,333		$	1,030,214		$	(5,952,780	)	$	8,516,209

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Balance Sheet
December 31, 2009

	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	464,958	$	17,457		$	51,841		$	—		$	534,256
Accounts receivable, net		3,461		156,102			667,780			—			827,343
Other current assets		64,354		169,233			99,109			(14,870	)		317,826
Total current assets		532,773		342,792			818,730			(14,870	)		1,679,425
Property, plant and equipment, net		181,790		607,951			36,205			—			825,946
Goodwill and intangible assets, net		153,145		5,308,433			446,031			—			5,907,609
Intercompany receivable (payable)		471,421		(137,227	)		(334,194	)		—			—
Investment in subsidiaries		5,790,333		—			—			(5,790,333	)		—
Other assets		194,990		11,428			49,970			(105,725	)		150,663
Total assets	$	7,324,452	$	6,133,377		$	1,016,742		$	(5,910,928	)	$	8,563,643
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	641,964	$	239,417		$	22,194		$	(14,870	)	$	888,705
Current portion of long-term debt		165,661		2,436			2,410			—			170,507
Total current liabilities		807,625		241,853			24,604			(14,870	)		1,059,212
Long-term debt		2,430,806		146,556			359,430			—			2,936,792
Other liabilities		96,382		513,987			51,531			(105,725	)		556,175
Stockholders’ equity:
Quest Diagnostics stockholders’ equity		3,989,639		5,230,981			559,352			(5,790,333	)		3,989,639
Noncontrolling interests		—		—			21,825			—			21,825
Total stockholders’ equity		3,989,639		5,230,981			581,177			(5,790,333	)		4,011,464
Total liabilities and stockholders’ equity	$	7,324,452	$	6,133,377		$	1,016,742		$	(5,910,928	)	$	8,563,643

23

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2010

	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	162,448		$	67,085		$	20,106		$	(78,486	)	$	171,153
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		12,348			46,853			4,132			—			63,333
Provision for doubtful accounts		1,471			12,107			62,701			—			76,279
Other, net		(22,721	)		(22,860	)		(9,034	)		78,486			23,871
Changes in operating assets and liabilities		67,891			(106,426	)		(56,886	)		—			(95,421	)
Net cash provided by (used in) operating activities		221,437			(3,241	)		21,019			—			239,215
Net cash used in investing activities		(50,483	)		(29,595	)		(1,189	)		38,673			(42,594	)
Net cash (used in) provided by financing activities		(261,525	)		37,412			(4,852	)		(38,673	)		(267,638	)
Net change in cash and cash equivalents		(90,571	)		4,576			14,978			—			(71,017	)
Cash and cash equivalents, beginning of period		464,958			17,457			51,841			—			534,256
Cash and cash equivalents, end of period	$	374,387		$	22,033		$	66,819		$	—		$	463,239
Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2009
	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	167,102		$	94,532		$	16,510		$	(102,488	)	$	175,656
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		14,226			47,237			3,397			—			64,860
Provision for doubtful accounts		1,430			16,715			63,283			—			81,428
Other, net		(58,962	)		(13,545	)		(6,295	)		102,488			23,686
Changes in operating assets and liabilities		98,711			(92,541	)		(79,037	)		—			(72,867	)
Net cash provided by (used in) operating activities		222,507			52,398			(2,142	)		—			272,763
Net cash used in investing activities		(14,705	)		(30,290	)		(564	)		4,194			(41,365	)
Net cash (used in) provided by financing activities		(275,555	)		(17,319	)		15,945			(4,194	)		(281,123	)
Net change in cash and cash equivalents		(67,753	)		4,789			13,239			—			(49,725	)
Cash and cash equivalents, beginning of period		218,565			6,715			28,666			—			253,946
Cash and cash equivalents, end of period	$	150,812		$	11,504		$	41,905		$	—		$	204,221

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

          Healthcare Reform

          In March 2010, U.S. federal legislation was enacted which is likely to have a significant impact on, among other things, access to and the cost of healthcare in the United States. The legislation provides for extensive health insurance reforms and expands coverage to approximately 32 million Americans which will result in expanded access to healthcare. In addition, the legislation eliminates patient cost-sharing for certain prevention and wellness benefits. We believe these changes will benefit our industry by leading to increased utilization of our services.

          These benefits are expected to be partially offset by provisions of the legislation aimed at reducing the overall cost of healthcare. Impacting laboratories specifically, the legislation provides for annual reductions in the Medicare clinical laboratory fee schedule of 1.75% for five years beginning in 2011 and includes a productivity adjustment which reduces the CPI market basket update beginning in 2011. Approximately 12% of our consolidated revenues are reimbursed by Medicare under the clinical laboratory fee schedule. The legislation also imposes an excise tax on the seller for the sale of certain medical devices in the United States, including those purchased and used by laboratories, beginning in 2013.

          In addition, the legislation is focused on reducing the growth of healthcare costs. The legislation establishes the Independent Payment Advisory Board, which will be responsible, beginning in 2014, annually to submit proposals aimed at reducing Medicare cost growth while preserving quality. These proposals automatically will be implemented unless Congress enacts alternative proposals that achieve the same savings targets. Further, the legislation calls for a Center for Medicare and Medicaid Innovation that will examine alternative payment methodologies and conduct demonstration programs.

          We believe that the legislation will be a net positive for our industry over the long term due to expanded coverage and the elimination of patient cost-sharing for certain prevention and wellness benefits, and that we are well positioned to respond to the evolving healthcare environment and related market forces.

          In addition to the healthcare reform legislation, in April 2010, Congress passed an extension to delay until May 31, 2010 a potential 21.2% decrease in the Medicare fee schedule for pathology and other physician services performed for patients and billed under Part B of the Medicare program. It is currently not clear if legislation will be passed to permanently eliminate this potential fee decrease. In 2009, approximately 3% of our consolidated revenues were reimbursed based on this fee schedule.

          Critical Accounting Policies

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

          While many operational aspects of our business are subject to complex federal, state and local regulations, the accounting for our business is generally straightforward, with net revenues primarily recognized upon completion of the testing process. Our revenues are primarily comprised of a high volume of relatively low dollar transactions, and about one-half of total operating costs and expenses consist of employee compensation and benefits. Due to the nature of our business, several of our accounting policies involve significant estimates and judgments. These accounting policies have been described in our Annual Report on Form 10-K for the year ended December 31, 2009.

          Results of Operations

          Our clinical testing business currently represents our one reportable business segment. In both 2010 and 2009, our clinical testing business accounted for greater than 90% of our net revenues. Our other operating segments consist of our risk assessment services, clinical trials testing, healthcare information technology and

25

diagnostic products businesses. Our business segment information is disclosed in Note 9 to the interim consolidated financial statements.

          Three Months Ended March 31, 2010 Compared with Three Months Ended March 31, 2009

          Continuing Operations

          Income from continuing operations for the three months ended March 31, 2010 was $163 million, or $0.89 per diluted share, compared to $169 million, or $0.89 per diluted share, in 2009. The decrease in income from continuing operations for the three month period was primarily due to severe weather and charges principally associated with workforce reductions.

          Results for the three months ended March 31, 2010 include $17.3 million of pre-tax charges, or $0.06 per diluted share, principally associated with workforce reductions. Of these costs, $4.5 million and $12.8 million, respectively, were included in cost of services and selling, general and administrative expenses. We also estimate that the impact of severe weather adversely affected the comparison of operating income for the three months ended March 31, 2010 to the prior year period by $14.3 million, or $0.05 per diluted share. Additionally, other income (expense), net for the three months ended March 31, 2010 includes a pre-tax gain on an investment of $4.0 million.

          Net Revenues

          Net revenues for both the three months ended March 31, 2010 and 2009 were $1.8 billion. Revenue growth for 2010 was reduced by an estimated 1% due to the impact of severe weather. For the first quarter of 2010, revenues for our clinical testing business, which accounts for over 90% of our net revenues, decreased by 0.4%, compared to the prior year. Clinical testing volume, measured by the number of requisitions, decreased 2.6% for the quarter ended March 31, 2010. We estimate that the impact of severe weather adversely affected the growth in our clinical testing revenues and volume by 1%. In addition to the impact of severe weather, we believe that clinical testing volume was adversely affected by a general slowdown in physician office visits. Revenue per requisition increased 2.3% for the three months ended March 31, 2010, with the increase primarily driven by a positive test mix, partially offset by the 1.9% Medicare fee schedule decrease, which went into effect on January 1, 2010 and served to reduce revenue per requisition by about half of one percent.

          Our businesses other than clinical laboratory testing accounted for approximately 8% of our net revenues. These businesses include our risk assessment services, clinical trials testing, healthcare information technology, and diagnostic products businesses. These businesses contain most of our international operations and, in the aggregate, reported revenues for the quarter ended March 31, 2010 were 3% above the prior year, with the increase principally driven by the favorable impact of foreign exchange rates.

          Operating Costs and Expenses

          Total operating costs and expenses for the three months ended March 31, 2010 increased $20 million compared to the first quarter of 2009, and increased as a percentage of net revenues to 83.5%, compared to 82.2% in 2009. Lower testing volume related to severe weather and charges associated with actions we have taken to adjust our cost structure in response to lower testing volume served to increase total operating costs as a percentage of net revenues for the three months ended March 31, 2010. During the first quarter of 2010, we recorded $17.3 million of pre-tax charges, principally associated with workforce reductions, of which $4.5 million was recorded in cost of services and $12.8 million was recorded in selling, general and administrative expenses.

          Cost of services, which includes the costs of obtaining, transporting and testing specimens, was 59.1% of net revenues for the three months ended March 31, 2010, compared to 58.3% of net revenues in the prior year period. The increase in cost of services as a percentage of net revenues for the three months ended March 31,

26

2010 primarily reflects the impact of lower testing volume related to severe weather and charges associated with actions we have taken to adjust our cost structure, partially offset by the improvement in revenue per requisition.

          Selling, general and administrative expenses, which include the costs of the sales force, billing operations, bad debt expense, and general management and administrative support, were 23.9% of net revenues for the three months ended March 31, 2010, compared to 23.5% in the prior year period. This increase in selling, general, and administrative expenses as a percentage of net revenues primarily reflects the impact lower testing volume related to severe weather and charges associated with actions we have taken to adjust our cost structure, partially offset by the improvement in revenue per requisition.

          For the three months ended March 31, 2010 and 2009, bad debt expense was 4.2% and 4.5% of net revenues, respectively. Continued progress in our billing and collection processes has resulted in improvements in bad debt, days sales outstanding and the cost of our billing operation. With our disciplined approach, we expect to see continued strong performance in our billing and collection metrics, despite a slow economy.

          Operating Income

          Operating income for the three months ended March 31, 2010 was $299 million, or 16.5% of net revenues, compared to $321 million, or 17.8% of net revenues, in the prior year period. The estimated impact of severe weather combined with charges associated with actions we have taken to adjust our cost structure adversely impacted the year-over-year change in operating income as a percentage of net revenues for the first quarter by 1.6%, compared to the prior year period.

          Other Income (Expense)

          Interest expense, net for the three months ended March 31, 2010 decreased $3.5 million compared to the prior year period. The decrease was primarily due to lower interest rates on our variable-rate debt.

          Other income (expense), net represents miscellaneous income and expense items related to non-operating activities such as gains and losses associated with investments and other non-operating assets. For the three months ended March 31, 2010, other income (expense), net includes a gain on an investment of $4.0 million.

          Discontinued Operations

          Loss from discontinued operations, net of taxes, for the three months ended March 31, 2010 was $0.1 million, with no impact on diluted earnings per share, compared to a loss of $1.7 million, or $0.01 per diluted share, in 2009. See Note 8 to the interim consolidated financial statements for further details.

          Quantitative and Qualitative Disclosures About Market Risk

          We address our exposure to market risks, principally the market risk of changes in interest rates, through a controlled program of risk management that includes the use of derivative financial instruments. We do not hold or issue derivative financial instruments for trading purposes. We believe that our exposures to foreign exchange impacts and changes in commodities prices are not material to our consolidated financial condition or results of operations. See Note 4 to the interim consolidated financial statements for additional discussion of our financial instruments and hedging activities.

          At March 31, 2010 and December 31, 2009, the fair value of our debt was estimated at approximately $3.3 billion, using quoted market prices and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. At March 31, 2010 and December 31, 2009, the estimated fair value exceeded the carrying value of the debt by $144 million and $151 million, respectively. A hypothetical 10% increase in interest rates (representing 46 basis points at both March 31, 2010 and December 31, 2009) would potentially reduce the estimated fair value of our debt by $94 million and $96 million at March 31, 2010 and December 31, 2009, respectively.

27

          Borrowings under our senior unsecured revolving credit facility, our secured receivables credit facility and our term loan due May 2012 are subject to variable interest rates. Interest on our secured receivables credit facility is based on rates that are intended to approximate commercial paper rates for highly-rated issuers. Interest rates on our senior unsecured revolving credit facility and term loan due May 2012 are subject to a pricing schedule that can fluctuate based on changes in our credit ratings. As such, our borrowing costs under these credit arrangements will be subject to both fluctuations in interest rates and changes in our credit ratings. As of March 31, 2010, the borrowing rates under these credit facilities were: for our secured receivables credit facility, 1.38%; for our senior unsecured credit facility, LIBOR plus 0.40%; and for our term loan due May 2012, LIBOR plus 0.40%. At March 31, 2010, the weighted average LIBOR rate was 0.24 %. At March 31, 2010, there was $742 million outstanding under our term loan due May 2012, and no borrowings outstanding under our $750 million senior unsecured revolving credit facility or our $525 million secured receivables credit facility.

          Our objective is to mitigate the variability in cash outflows that result from changes in interest rates by maintaining a balanced mix of fixed-rate and variable-rate debt obligations. In order to achieve these objectives, we have entered into interest rate swaps. Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net payments are recognized as an adjustment to interest expense.

          In November 2009, we entered into various fixed-to-variable interest rate swap agreements that effectively convert a portion of our 4.75% Senior Notes due 2020 to variable-interest rate debt based on LIBOR plus 1.33%. At March 31, 2010, the interest rate swap agreements which expire in January 2020 have a notional amount totaling $350 million. The fixed-to-variable interest rate swap agreements are accounted for as fair value hedges of a portion of our outstanding 4.75% Senior Notes due 2020. Based on our net exposure to interest rate changes, a hypothetical 10% change in interest rates on our variable rate indebtedness (representing 3 basis points) would impact annual interest expense by $0.3 million, assuming no changes to the debt outstanding at March 31, 2010.

          The fair value of the fixed-to-variable interest rate swap agreements at March 31, 2010 was a liability of $6.0 million. A hypothetical 10% change in interest rates (representing 37 basis points) would potentially change the fair value of the liability of these instruments by approximately $11 million.

          For details regarding our outstanding debt, see Note 10 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009. For details regarding our financial instruments, see Note 4 to the interim consolidated financial statements.

          Risk Associated with Investment Portfolio

          Our investment portfolio includes equity investments in publicly held companies that are classified as available-for-sale securities and other strategic equity holdings in privately held companies. These securities are exposed to price fluctuations and are generally concentrated in the life sciences industry. The carrying values of our available-for-sale equity securities and privately held securities were $12 million at March 31, 2010.

          We regularly evaluate the fair value measurements of our equity investments to determine if losses in value are other than temporary and if an impairment loss has been incurred. The evaluation considers if the security has the ability to recover and, if so, the estimated recovery period. Other factors that are considered in this evaluation include the amount of the other-than-temporary decline and its duration, the issuer’s financial condition and short-term prospects and whether the market decline was caused by overall economic conditions or conditions specific to the individual security.

          We do not hedge our equity price risk. The impact of an adverse movement in equity prices on our holdings in privately held companies cannot be easily quantified, as our ability to realize returns on investments depends on, among other things, the enterprises’ ability to raise additional capital or derive cash inflows from continuing operations or through liquidity events such as initial public offerings, mergers or private sales.

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          Liquidity and Capital Resources

          Cash and Cash Equivalents

          Cash and cash equivalents at March 31, 2010 totaled $463 million compared to $534 million at December 31, 2009. Cash and cash equivalents consist of highly liquid short-term investments, including time deposits with highly-rated banks, and various insured money market funds, including those that invest in U.S. Treasury securities. For the three months ended March 31, 2010, cash flows from operating activities of $239 million, together with cash on-hand, were used to fund investing and financing activities of $43 million and $268 million, respectively. Cash and cash equivalents at March 31, 2009 totaled $204 million compared to $254 million at December 31, 2008. Cash flows from operating activities in 2009 of $273 million, together with cash on-hand, were used to fund investing and financing activities of $41 million and $281 million, respectively.

          Cash Flows from Operating Activities

          Net cash provided by operating activities for the three months ended March 31, 2010 was $239 million compared to $273 million in the prior year period. This decrease was primarily due to a change in the timing of variable compensation payments. Days sales outstanding, a measure of billing and collection efficiency, were 41 days at March 31, 2010 compared to 43 days at both March 31, 2009 and December 31, 2009.

          Cash Flows from Investing Activities

          Net cash used in investing activities for the three months ended March 31, 2010 and 2009 was $43 million and $41 million, respectively, and consisted principally of capital expenditures.

          Cash Flows from Financing Activities

          Net cash used in financing activities for the three months ended March 31, 2010 was $268 million, consisting primarily of purchases of treasury stock totaling $251 million, dividend payments of $18 million and a decrease in book overdrafts of $12 million, partially offset by $19 million in proceeds from the exercise of stock options, including related tax benefits. The $251 million of treasury stock purchases represents 4.5 million shares of our common stock purchased at an average price of $56.21 per share under an accelerated stock purchase agreement with a bank.

          Net cash used in financing activities for the three months ended March 31, 2009 was $281 million, consisting primarily of purchases of treasury stock totaling $250 million, dividend payments of $19 million and a decrease in book overdrafts of $17 million. The $250 million of treasury stock purchases represents 5.6 million shares of our common stock purchased at an average price of $44.48 per share. Cash flows from financing activities also included $11 million in proceeds from the exercise of stock options, including related tax benefits. In addition, $50 million of borrowings under our secured receivables credit facility which were used to fund certain of the share repurchases were repaid in the quarter.

          Dividend Program

          During each of the quarters of 2010 and 2009, our Board of Directors declared a quarterly cash dividend of $0.10 per common share. On February 11, 2010, our Board of Directors declared a quarterly cash dividend per common share of $0.10, paid on April 6, 2010. We expect to fund future dividend payments with cash flows from operations, and do not expect the dividend to have a material impact on our ability to finance future growth.

          Share Repurchase Plan

          In January 2010, our Board of Directors authorized $750 million of additional share repurchases. The share repurchase authorization has no set expiration or termination date. For the three months ended March 31, 2010, we repurchased 4.5 million shares of our common stock at an average price of $56.21 per share for $251 million under an accelerated stock purchase agreement with a bank. For the three months ended March 31, 2010, we reissued 1.0 million shares for employee benefit plans. Since its inception in May 2003, we have repurchased

29

approximately 64 million shares of our common stock at an average price of $46.87 for $3.0 billion under our share repurchase program. At March 31, 2010, $499 million of share repurchase authorization remained available.

          Contractual Obligations and Commitments

          The following table summarizes certain of our contractual obligations as of March 31, 2010:

	Payments due by period
	(in thousands)
Contractual Obligations	Total		Remainder of 2010		1-3 years		3–5 years		After 5 years
Outstanding debt	$	3,116,802	$	165,534	$	901,268	$	—	$	2,050,000
Capital lease obligations		24,272		3,658		7,827		5,682		7,105
Interest payments on outstanding debt		1,722,264		99,400		228,742		321,112		1,073,010
Operating leases		667,513		148,583		246,594		118,237		154,099
Purchase obligations		111,350		38,512		57,498		11,892		3,448
Total contractual obligations	$	5,642,201	$	455,687	$	1,441,929	$	456,923	$	3,287,662

          Interest payments on our outstanding debt have been calculated after giving effect to our interest rate swap agreements, using the interest rates as of March 31, 2010 applied to the March 31, 2010 balances, which are assumed to remain outstanding through their maturity dates.

          A full description of the terms of our indebtedness and related debt service requirements and our future payments under certain of our contractual obligations is contained in Note 10 to the Consolidated Financial Statements in our 2009 Annual Report on Form 10-K. A full discussion and analysis regarding our minimum rental commitments under noncancelable operating leases and noncancelable commitments to purchase products or services at December 31, 2009 is contained in Note 15 to the Consolidated Financial Statements in our 2009 Annual Report on Form 10-K.

          As of March 31, 2010, our total liabilities for unrecognized tax benefits were approximately $134 million, which were excluded from the table above. We believe it is reasonably possible that our liabilities for unrecognized tax benefits may decrease by $26 million within the next twelve months, primarily as a result of the expiration of statues of limitations, settlements and/or the conclusion of tax examinations on certain tax positions. For the remainder, we cannot make reasonably reliable estimates of the timing of the future payments of these liabilities. See Note 5 to the Consolidated Financial Statements in our 2009 Annual Report on Form 10-K for information regarding our contingent tax liability reserves.

          Our credit agreements and our term loan due May 2012 contain various covenants and conditions, including the maintenance of certain financial ratios, that could impact our ability to, among other things, incur additional indebtedness. As of March 31, 2010, we were in compliance with the various financial covenants included in our credit agreements and we do not expect these covenants to adversely impact our ability to execute our growth strategy or conduct normal business operations.

          Unconsolidated Joint Ventures

          We have investments in unconsolidated joint ventures in Phoenix, Arizona; Indianapolis, Indiana; and Dayton, Ohio, which are accounted for under the equity method of accounting. We believe that our transactions with our joint ventures are conducted in all material respects at arm’s length, reflecting current market conditions and pricing. Total net revenues of our unconsolidated joint ventures equal less than 6% of our consolidated net revenues. Total assets associated with our unconsolidated joint ventures are less than 2% of our consolidated total assets. We have no material unconditional obligations or guarantees to, or in support of, our unconsolidated joint ventures and their operations.

30

          Requirements and Capital Resources

          We estimate that we will invest approximately $200 million during 2010 for capital expenditures to support and expand our existing operations, principally related to investments in information technology, equipment, and facility upgrades.

          As of March 31, 2010, $1.3 billion of borrowing capacity was available under our existing credit facilities, consisting of $525 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility.

          We believe the banks participating in our various credit facilities are predominantly highly-rated banks, and that the amounts under the credit facilities are currently available to us. Should one or several banks no longer participate in either of our credit facilities, we would not expect it to impact our ability to fund operations.

          We believe that cash and cash equivalents on-hand and cash from operations, together with our borrowing capacity under our credit facilities, will provide sufficient financial flexibility to meet seasonal working capital requirements and to fund capital expenditures, debt service requirements, cash dividends on common shares, share repurchases and additional growth opportunities for the foreseeable future. We believe that our credit profile should provide us with access to additional financing, if necessary, to fund growth opportunities that cannot be funded from existing sources.

          New Accounting Standards

          In October 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables, and an amendment to the accounting standards related to certain revenue arrangements that include software elements. In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures about an entity’s use of fair value measurements. In February 2010, the FASB issued an amendment to the accounting standards related to the accounting for, and disclosure of, subsequent events in an entity’s consolidated financial statements. The impact of these accounting standards is discussed in Note 1 to the interim consolidated financial statements.

          Forward-Looking Statements

          Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue”. These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could significantly cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. Risks and uncertainties that may affect our future results include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners and other factors discussed in “Business” in Part I, Item 1, “Risk Factors” and “Cautionary Factors That May Affect Future Results” in Item I, Part 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A in our 2009 Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 and “Risk Factors” in Part II, Item 1A in our 2010 Quarterly Reports on Form 10-Q and other items throughout the 2009 Form 10-K and our 2010 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

          See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

31

Item 4. Controls and Procedures

          Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

          During the first quarter of 2010, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

          See Note 7 to the interim consolidated financial statements for information regarding the status of legal proceedings involving the Company.

Item 1A. Risk Factors

          In addition to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, investors should consider the following risk factor before deciding to invest in any securities issued by the Company.

U.S. healthcare reform legislation may result in significant change, and our business could be adversely impacted if we fail to adapt.

          Government oversight of and attention to the healthcare industry in the United States is significant and increasing. In March 2010, U.S. federal legislation was enacted to reform healthcare. The legislation provides for reductions in the Medicare clinical laboratory fee schedule of 1.75% for five years beginning in 2011 and also includes a productivity adjustment which reduces the CPI market basket update beginning in 2011. Approximately 12% of our consolidated revenues are reimbursed by Medicare under the clinical laboratory fee schedule. The legislation imposes an excise tax on the seller for the sale of certain medical devices in the United States, including those purchased and used by laboratories, beginning in 2013. The legislation establishes the Independent Payment Advisory Board, which will be responsible, beginning in 2014, annually to submit proposals aimed at reducing Medicare cost growth while preserving quality. These proposals automatically will be implemented unless Congress enacts alternative proposals that achieve the same savings targets. Further, the legislation calls for a Center for Medicare and Medicaid Innovation that will examine alternative payment methodologies and conduct demonstration programs. The legislation provides for extensive health insurance reforms, including the elimination of pre-existing condition exclusions and other limitations on coverage, fixed percentages on medical loss ratios, expansion in Medicaid and other programs, employer mandates, individual mandates, creation of state and regional health insurance exchanges, and tax subsidies for individuals to help cover the cost of individual insurance coverage. The legislation also permits the establishment of accountable care organizations, a new healthcare delivery model. While the ultimate impact of the legislation on the healthcare industry is unknown, it is likely to be extensive and may result in significant change. Our failure to adapt to these changes could have a material adverse effect on our business.

33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the first quarter of 2010.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
January 1, 2010 – January 31, 2010
Share Repurchase Program (A)	4,460,304	$	56.21	4,460,304	$	499,338
Employee Transactions (B)	39	$	61.21	N/A		N/A
February 1, 2010 – February 28, 2010
Share Repurchase Program (A)	—	$	—	—	$	499,338
Employee Transactions (B)	45,563	$	55.89	N/A		N/A
March 1, 2010 – March 31, 2010
Share Repurchase Program (A)	—	$	—	—	$	499,338
Employee Transactions (B)	225,798	$	55.78	N/A		N/A
Total
Share Repurchase Program (A)	4,460,304	$	56.21	4,460,304	$	499,338
Employee Transactions (B)	271,400	$	55.80	N/A		N/A

(A)

In January 2010, our Board of Directors authorized the Company to repurchase an additional $750 million of the Company’s common stock. Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $3.5 billion of share repurchases of our common stock through March 31, 2010. The share repurchase authorization has no set expiration or termination date.

(B)

Includes: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of stock options (granted under the Company’s Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Non-Employee Director Long-Term Incentive Plan, collectively the “Stock Compensation Plans”) who exercised options; (2) restricted common shares withheld (under the terms of grants under the Stock Compensation Plans) to offset tax withholding obligations that occur upon vesting and release of the restricted common shares; and (3) shares withheld (under the terms of grants under the Stock Compensation Plans) to offset tax withholding obligations that occur upon the delivery of common shares underlying restricted stock units and performance share units.

34

Item 6. Exhibits

          Exhibits:

10.1*	Fourth Amended and Restated Credit and Security Agreement dated as of June 11, 2008, among Quest Diagnostics Receivables Inc., as Borrower, the Company, as Servicer, each of the lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent
10.2*	Credit Agreement dated as of May 31, 2007, among the Company, certain subsidiary guarantors of the Company, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Morgan Stanley Senior Funding, Inc., as Syndication Agent, Barclays Bank Plc, JPMorgan Chase Bank, N.A., Merrill Lynch Bank, USA and Wachovia Bank, National Association, as co-Documentation Agents, and Morgan Stanley Senior Funding, Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Book Runners
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	dgx-20100331.xml
101.SCH	dgx-20100331.xsd
101.CAL	dgx-20100331_cal.xml
101.DEF	dgx-20100331_def.xml
101.LAB	dgx-20100331_lab.xml
101.PRE	dgx-20100331_pre.xml
101.REF	dgx-20100331_ref.xml

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

35

Signatures

          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, thereunto duly authorized.

April 26, 2010
Quest Diagnostics Incorporated

By	/s/ Surya N. Mohapatra
	Surya N. Mohapatra, Ph.D.
	Chairman of the Board, President and
	Chief Executive Officer
By	/s/ Robert A. Hagemann
	Robert A. Hagemann
	Senior Vice President and
	Chief Financial Officer

36

EX-10.1

Exhibit 10.1

Confidential portions of this document have been omitted pursuant to a request for confidential treatment and filed separately with Securities and Exchange Commission

FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

DATED AS OF JUNE 11, 2008

AMONG

QUEST DIAGNOSTICS RECEIVABLES INC., AS BORROWER,

QUEST DIAGNOSTICS INCORPORATED, AS INITIAL SERVICER,

VARIABLE FUNDING CAPITAL COMPANY LLC,

GOTHAM FUNDING CORPORATION,

WACHOVIA BANK, NATIONAL ASSOCIATION,

INDIVIDUALLY AND AS VFCC AGENT,

AND

THE BANK OF TOKYO-MITSUBISHI, UFJ, LTD., NEW YORK BRANCH,

INDIVIDUALLY, AS GOTHAM AGENT AND AS ADMINISTRATIVE AGENT

TABLE OF CONTENTS

				PAGE
ARTICLE I. THE CREDIT				2
	Section 1.1		The Facility	2
	Section 1.2		Funding Mechanics; Liquidity Fundings	3
	Section 1.3		Interest Rates	4
	Section 1.4		Payment Dates; Absence of Notes to Evidence Loans	4
	Section 1.5		Prepayments	5
	Section 1.6		Reductions in Aggregate Commitment	6
	Section 1.7		Distribution of Certain Notices; Notification of Interest Rates	6
ARTICLE II. BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS				7
	Section 2.1		Method of Borrowing	7
	Section 2.2		Selection of CP Tranche Periods and Interest Periods	7
	Section 2.3		Computation of Concentration Limits and Unpaid Net Balance	8
	Section 2.4		Maximum Interest Rate	8
	Section 2.5		Payments and Computations, Etc.	8
		(a) Payments		8
		(b) Late Payments		9
		(c) Method of Computation		9
		(d) Avoidance or Rescission of Payments		9
	Section 2.6		Non-Receipt of Funds by the Co Agents	9
ARTICLE III. SETTLEMENTS				9
	Section 3.1		Reporting	9
		(a) Monthly Reports		9
		(b) Weekly Reports; Right to Request Cash Collateral Payment		9
		(c) Interest; Other Amounts Due		10
	Section 3.2		Turnover of Collections	10
	Section 3.3		Non-Distribution of Servicer’s Fee	12
	Section 3.4		Deemed Collections	12
ARTICLE IV. FEES AND YIELD PROTECTION				12
	Section 4.1		Fees	12
	Section 4.2		Yield Protection	13
	Section 4.3		Funding Losses	15
ARTICLE V. CONDITIONS OF ADVANCES				16
	Section 5.1		Conditions Precedent to Restatement Effectiveness	16
	Section 5.2		Conditions Precedent to All Advances	17

i

ARTICLE VI. REPRESENTATIONS AND WARRANTIES				18
	Section 6.1		Representations and Warranties of Loan Parties	18
		(a) Ownership of the Borrower		18
		(b) Existence; Due Qualification; Permits		18
		(c) Action		19
		(d) Absence of Default		19
		(e) Noncontravention		19
		(f) No Proceedings		19
		(g) Taxes		20
		(h) Government Approvals		20
		(i) Financial Statements and Absence of Certain Material Adverse Changes		21
		(j) Nature of Receivables		21
		(k) Margin Regulations		21
		(l) Title to Receivables and Quality of Title		21
		(m) Accurate Reports		22
		(n) Jurisdiction of Organization; Offices		22
		(o) Lockboxes and Collection Accounts		22
		(p) Eligible Receivables		23
		(q) ERISA		23
		(r) Names		23
		(s) Credit and Collection Policy		23
		(t) Payments to Applicable Originator		24
		(u) Investment Company Act; Public Utility Holding Company Act; Other Restrictions		24
		(v) Borrowing Base; Solvency		24
ARTICLE VII. GENERAL COVENANTS OF LOAN PARTIES				24
	Section 7.1		Affirmative Covenants of Loan Parties	24
		(a) Compliance With Laws, Etc		24
		(b) Preservation of Existence		24
		(c) Audits		24
		(d) Keeping of Records and Books of Account		25
		(e) Performance and Compliance with Receivables, Invoices and Contracts		25
		(f) Jurisdiction of Organization; Location of Records		25
		(g) Credit and Collection Policies		25
		(h) Sale Agreement		26
		(i) Collections		26
		(j) Further Assurances		26
	Section 7.2		Reporting Requirements of Loan Parties	26
		(a) Quarterly Financial Statements		26
		(b) Annual Financial Statements		27
		(c) Reports to SEC and Exchanges		27
		(d) ERISA		27

ii

		(e) Events of Default, etc		27
		(f) Litigation		27
		(g) Reviews of Receivables		27
		(h) Change in Business or Credit and Collection Policy		27
		(i) Downgrade		28
		(j) Other		28
	Section 7.3		Negative Covenants of Loan Parties	28
		(a) Sales, Liens, Etc		28
		(b) Extension or Amendment of Receivables		28
		(c) Change in Business or Credit and Collection Policy		28
		(d) Change in Payment Instructions to Obligors		28
		(e) Deposits to Accounts		29
		(f) Changes to Other Documents		29
		(g) Restricted Payments by the Borrower		29
		(h) Borrower Indebtedness		29
		(i) Prohibition on Additional Negative Pledges		29
		(j) Name Change, Offices, Records and Books of Accounts		29
		(k) Mergers, Consolidations and Acquisitions		30
		(l) Disposition of Receivables and Related Assets		30
		(m) Borrowing Base		30
	Section 7.4		Separate Existence of the Borrower	30
ARTICLE VIII. ADMINISTRATION AND COLLECTION				32
	Section 8.1		Designation of Servicer	32
		(a) Quest Diagnostics as Initial Servicer		32
		(b) Successor Notice; Servicer Transfer Events		33
		(c) Subcontracts		33
		(d) Expense Indemnity after a Servicer Transfer Event		33
	Section 8.2		Duties of Servicer	34
		(a) Appointment; Duties in General		34
		(b) Segregation of Collections		34
		(c) Modification of Receivables		34
		(d) Contracts and Records		34
		(e) Certain Duties to the Borrower		34
		(f) Termination		34
		(g) Power of Attorney		34
	Section 8.3		Rights of the Agents	35
		(a) Notice to Obligors		35
		(b) Notice to Collection Banks		35
		(c) Rights on Servicer Transfer Event		35
	Section 8.4		Responsibilities of Loan Parties	36
		(a) Contracts		36
		(b) Limitation of Liability		36
	Section 8.5		Further Action Evidencing the Security Interest	36
	Section 8.6		Application of Collections	36

iii

ARTICLE IX. SECURITY INTEREST				37
	Section 9.1		Grant of Security Interest	37
	Section 9.2		Termination after Final Payout Date	37
	Section 9.3		Limitation on Rights to Collateral Proceeds	37
ARTICLE X. EVENTS OF DEFAULT				37
	Section 10.1		Events of Default	37
	Section 10.2		Remedies	40
		(a) Optional Acceleration		40
		(b) Automatic Acceleration		40
		(c) Additional Remedies		40
ARTICLE XI. THE AGENTS				40
	Section 11.1		Appointment	40
	Section 11.2		Delegation of Duties	41
	Section 11.3		Exculpatory Provisions	41
	Section 11.4		Reliance by Agents	42
	Section 11.5		Notice of Events of Default	42
	Section 11.6		Non-Reliance on Other Agents and Lenders	42
	Section 11.7		Indemnification of Agents	43
	Section 11.8		Agents in their Individual Capacities	43
	Section 11.9		[Reserved]	44
	Section 11.10		Conflict Waivers	44
	Section 11.11		UCC Filings	44
ARTICLE XII. ASSIGNMENTS AND PARTICIPATIONS				45
	Section 12.1		Restrictions on Assignments, etc.	45
	Section 12.2		Rights of Assignees and Participants	46
	Section 12.3		Terms and Evidence of Assignment	46
ARTICLE XIII. INDEMNIFICATION				46
	Section 13.1		Indemnities by the Borrower	46
		(a) General Indemnity		46
		(b) Contest of Tax Claim; After-Tax Basis		48
		(c) Contribution		49
	Section 13.2		Indemnities by Servicer	49
ARTICLE XIV. MISCELLANEOUS				50
	Section 14.1		Amendments, Etc	50
	Section 14.2		Notices, Etc	51
	Section 14.3		No Waiver; Remedies	51
	Section 14.4		Binding Effect; Survival	51

iv

Section 14.5		Costs, Expenses and Stamp Taxes	51
Section 14.6		No Proceedings	52
Section 14.7		Confidentiality of Borrower Information	52
Section 14.8		Confidentiality of Program Information	53
	(a) Confidential Information		53
	(b) Availability of Confidential Information		54
	(c) Legal Compulsion to Disclose		54
	(d) Survival		54
Section 14.9		Captions and Cross References	55
Section 14.10		Integration	55
Section 14.11		Governing Law	55
Section 14.12		Waiver Of Jury Trial	55
Section 14.13		Consent To Jurisdiction; Waiver Of Immunities	55
Section 14.14		Business Associate Agreement; Health Care Data Privacy and Security Requirements	56
	(a) Definitions		56
	(b) Privacy		56
	(c) Security		57
	(d) EDI		57
	(e) Benefit		57
	(f) Mitigation		57
	(g) Amendment		57
	(h) Survival		58
	(i) Interpretation		58
	(j) Several Liability of Business Associates		58
Section 14.15		Execution in Counterparts	58
Section 14.16		No Recourse Against Other Parties	58

v

FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

                    THIS FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is entered into as of June 11, 2008, by and among:

                    (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”),

                    (2) QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (together with its successors, “Quest Diagnostics”), as initial servicer hereunder (in such capacity, together with any successor servicer or sub-servicer appointed pursuant to Section 8.1, the “Servicer”),

                    (3) VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware corporation (together with its successors, “VFCC”), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as a Liquidity Bank to VFCC (together with its successors, “Wachovia” and together with VFCC, the “VFCC Group”),

                    (4) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham 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 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the Gotham Group (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent”), and

                    (6) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as 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 originally by and among the Borrower, the Servicer, VFCC, Atlantic Asset Securitization LLC (“Atlantic”), Calyon New York Branch, individually and as a co-agent, and Wachovia Bank, National Association as administrative agent, as amended from time to time prior to the date hereof (the “Existing Agreement”).

                    Unless otherwise indicated, capitalized terms used in this Agreement are defined in Annex A.

W I T N E S S E T H :

                    WHEREAS, the Borrower is a wholly-owned direct subsidiary of Quest Diagnostics;

          WHEREAS, Quest Diagnostics and certain of its Subsidiaries as Originators and the Borrower have entered into the Sale Agreement pursuant to which each of the Originators has sold and/or contributed, and hereafter will sell to the Borrower, all of such Originator’s right, title and interest in and to its Receivables and certain related rights;

          WHEREAS, immediately prior to the effectiveness of this Agreement, (i) Calyon and Atlantic assigned all of their respective rights and obligations under the Transaction Documents to BTMU and Gotham, respectively, and (ii) Wachovia Bank, National Association was replaced by The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent;

          WHEREAS, pursuant to the Existing Agreement, the Groups committed to make loans to the Borrower from time to time, secured by the Collateral, and Quest Diagnostics agreed to act as Servicer; and

          WHEREAS, the Borrower, the Servicer, the VFCC Group, the Gotham Group and the Administrative Agent wish to amend and restate the Existing Agreement in its entirety, 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 agree as follows:

ARTICLE I.
THE CREDIT

          Section 1.1 The Facility. On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on the Borrower’s behalf) may from time to time during the Revolving Period for each Group request Advances by delivering a Borrowing Request to the applicable Co-Agent(s) in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from the Borrower or Servicer during a Group’s Revolving Period, each applicable Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to the portion of the requested Advance specified in such Borrowing Request, and

          (a) in the event that VFCC elects not to make any such Loan to the Borrower, the VFCC Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of VFCC severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of VFCC’s and its Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the aggregate amount of the VFCC Liquidity Banks’ Commitments, and (ii) the VFCC Group’s Percentage of the Borrowing Base (such lesser amount, the “VFCC Allocation Limit”);

          (b) in the event that Gotham elects not to make any such Loan to the Borrower, the Gotham Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks of Gotham severally agrees to make its Ratable Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Gotham’s and its

2

Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the aggregate amount of the Gotham Liquidity Banks’ Commitments, and (ii) the Gotham Group’s Percentage of the Borrowing Base (such lesser amount, the “Gotham Allocation Limit”).

Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no event may the aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the Borrowing Base. Each Liquidity Bank’s Commitment under this Agreement shall terminate on the earlier to occur of such Liquidity Bank’s Scheduled Termination Date and the Termination Date. Each of the Loans, and all other Obligations of the Borrower, shall be secured by the Collateral as provided in Article IX.

          Section 1.2 Funding Mechanics; Liquidity Fundings.

          (a) Prior to the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks.

          (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date.

          (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder

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with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding.

          (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Section 1.3 Interest Rates.

          (a) Each CP Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the CP Tranche Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such CP Tranche Period at the applicable CP Rate. On the 5th Business Day immediately preceding each Settlement Date, each Pool Funded Conduit shall calculate the aggregate amount of CP Costs for the applicable Accrual Period and shall notify the Borrower of its aggregate amount of such CP Costs which shall be payable on such Settlement Date. At any time while Gotham is not acting as Pool Funded Conduit, on the 5th Business Day immediately preceding each Settlement Date, the Gotham Agent shall calculate Gotham’s CP Rate and each shall notify Borrower of the aggregate amount of CP Costs which shall be payable on such Settlement Date.

          (b) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such Interest Period at a rate per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the Applicable Percentage per annum.

          (c) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made to but excluding the date it is paid at a rate per annum equal to the Alternate Base Rate for such day. Changes in the rate of interest on Alternate Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate.

          (d) Notwithstanding anything to the contrary contained in Sections 1.3(a), (b) or (c), upon the occurrence of an Event of Default, and during the continuance thereof, all Obligations shall bear interest, payable upon demand, at the Default Rate.

          (e) Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of principal of or interest on a Loan shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

Section 1.4 Payment Dates; Absence of Notes to Evidence Loans.

          (a) The Borrower promises to pay the principal of each CP Rate Loan outstanding from each of the Conduits on the applicable Termination Date.

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	(b) The Borrower promises to pay the principal of each Eurodollar Loan (if any) outstanding from each of the Liquidity Banks on or before the earliest to occur of (i) the applicable Termination Date, (ii) such Liquidity Bank’s Scheduled Termination Date, and (iii) the refinancing of such Loan with a CP Rate Loan or an Alternative Base Rate Loan.
	(c) In addition to the foregoing, on each Business Day occurring on or after the last day of a Group’s Revolving Period, the Borrower promises to pay a portion of the principal of the Loans outstanding from such Group equal to such Group’s Percentage of the Collections.
	(d) The Borrower promises to pay the principal of each Alternate Base Rate Loan (if any) outstanding from each of the Liquidity Banks on or before the earliest to occur of (i) the Termination Date, (ii) such Liquidity Bank’s Scheduled Termination Date, and (iii) the refinancing of such Loan with a CP Rate Loan or a Eurodollar Rate Loan.
	(e) The Borrower promises to pay all accrued and unpaid interest on each Loan on its applicable Interest Payment Date.
	(f) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Upon request of the Borrower, such Lender’s Co-Agent or the Administrative Agent, such Lender will confirm the outstanding principal balances of its Loans and the amount of any accrued and unpaid interest thereon. The entries maintained in the accounts maintained pursuant to this Section shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.
Section 1.5 Prepayments. Subject, in the case of CP Rate Loans and Eurodollar Loans, to the funding indemnification provisions of Section 4.3:
	(a) The Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a minimum aggregate amount of $2,000,000 (or a larger integral multiple of $1,000,000), any portion of the outstanding Advances by giving prior written notice to the Co-Agents: (i) given within the Required Notice Period with respect to each Pool Funded Conduit’s Loans so prepaid and (ii) at any time while Gotham is not a Pool Funded Conduit, providing for such prepayment to occur on the last day of the CP Tranche Period with respect to Gotham’s CP Rate Loans so prepaid (each, a “Prepayment Notice”); provided that each such prepayment of principal is accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with all amounts (if any) due under Section 4.3, and except as provided in Section 14.1(c) and in the definitions of “Approved Amendment” and “Termination Date,” is made between the Groups in such proportions so that after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to the Groups’ respective Commitment Percentages.

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          (b) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the VFCC Group exceeds the VFCC Allocation Limit, or the aggregate principal amount of the Loans outstanding from VFCC exceeds the VFCC Liquidity Banks’ Liquidity Commitments divided by 102%, the Borrower shall prepay such Loans by wire transfer to the VFCC Agent received not later than 12:00 noon (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.

          (c) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Gotham Group exceeds the Gotham Allocation Limit, or the aggregate principal amount of the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks’ aggregate Liquidity Commitments divided by 102%, the Borrower shall prepay such Loans by wire transfer to the Gotham Agent received not later than 12:00 noon (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.

          (d) Upon receipt of any wire transfer pursuant to Section 1.5(a), (b) or (c), the applicable Co-Agent shall wire transfer to each of its Constituent Lenders their respective shares thereof not later than 1:00 p.m. (New York City time) on the date when received. Any prepayment required pursuant to Section 1.5(b) or (c) shall be applied first, to the ratable reduction of the applicable Group’s Alternate Base Rate Loans outstanding, second, to the ratable reduction of the applicable Group’s Eurodollar Loans outstanding, and lastly, to the reduction of the applicable Group’s CP Rate Loans selected by the Borrower (or the Servicer, on the Borrower’s behalf).

          (e) Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than three (3) Advances and/or prepayments pursuant to Section 1.5(a) may occur, in the aggregate, in any calendar week.

          Section 1.6 Reductions in Aggregate Commitment. The Borrower may permanently reduce the Aggregate Commitment in whole, or ratably between the Groups in part, in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the Co-Agents (each, a “Commitment Reduction Notice”), which notice shall specify the aggregate amount of any such reduction and the VFCC Liquidity Banks’ and the Gotham Liquidity Banks’ respective Commitment Percentages thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate Commitment is terminated in full. All accrued and unpaid fees shall be payable on the effective date of any termination of the Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Co-Agents.

          Section 1.7 Distribution of Certain Notices; Notification of Interest Rates. Promptly after receipt thereof, the VFCC Agent will notify the VFCC Group and the Gotham Agent will notify the Gotham Group, of the contents of each Monthly Report, Weekly Report, Borrowing Request, Commitment Reduction Notice, Prepayment Notice or notice of default received by it from the Borrower or the Servicer hereunder. In addition, each of the Co-Agents shall promptly

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notify its Constituent Lenders and the Borrower of each determination of and change in Interest Rates.

ARTICLE II.
BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

          Section 2.1 Method of Borrowing. The Borrower (or the Servicer, on the Borrower’s behalf) shall give the Co-Agents irrevocable notice in the form of Exhibit 2.1 hereto (each, a “Borrowing Request”) not later than 12:00 noon (New York City time) at least two (2) Business Days before the Borrowing Date of each Advance. On each Borrowing Date, each applicable Lender shall make available its Loan or Loans in immediately available funds to its Co-Agent by wire transfer of such amount received not later than 1:00 p.m. (New York City time). Subject to its receipt of such wire transfers, each Co-Agent will wire transfer the funds so received from its Constituent Lenders to the Borrower at the account specified in its Borrowing Request not later than 2:00 p.m. (New York City time) on the applicable Borrowing Date. Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than three (3) Advances and/or prepayments pursuant to Section 1.5 may occur, in the aggregate, in any calendar week.

          Section 2.2 Selection of CP Tranche Periods and Interest Periods.

          (a) Except upon the occurrence and during the continuance of an Event of Default or when Gotham is a Pool Funded Conduit, the Borrower (or the Servicer, on the Borrower’s behalf) in its Borrowing Request may request CP Tranche Periods from time to time to apply to Gotham’s CP Rate Loans; provided, however, that (i) at any time while Gotham has CP Rate Loans outstanding, at least one CP Tranche Period of Gotham shall mature on each Settlement Date and (ii) no CP Tranche Period of Gotham may extend beyond the latest Scheduled Termination Date of any Gotham Liquidity Bank. In addition to the foregoing, except upon the occurrence and during the continuance of an Event of Default, the Borrower (or the Servicer, on the Borrower’s behalf) in its Borrowing Request may request Interest Periods from time to time to apply to the Eurodollar Loans; provided, however, that (x) at any time while any Lender has Eurodollar Loans outstanding, at least one Interest Period of such Lender shall mature on each Settlement Date and (y) no Interest Period of any Lender which began prior to its Scheduled Termination Date shall extend beyond such Scheduled Termination Date.

          (b) While the Gotham Agent will use reasonable efforts to accommodate the Borrower’s or the Servicer’s requests for CP Tranche Periods except during the continuance of an Event of Default or when Gotham is acting as Pool Funded Conduit, the Gotham Agent shall have the right to subdivide any requested CP Rate Loan into one or more CP Rate Loans of different CP Tranche Periods, or, if the requested period is not feasible, to suggest an alternative CP Tranche Period. While each of the Co-Agents will use reasonable efforts to accommodate the Borrower’s or the Servicer’s requests for Interest Periods for Eurodollar Loans except during the continuance of an Event of Default, each of the Co-Agents shall have the right to subdivide any requested Eurodollar Loan into one or more Eurodollar Loans with different Interest Periods, or, if the requested period is not feasible, to suggest an alternative Interest Period. Notwithstanding the foregoing, not less than $1,000,000 of principal may be allocated to

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any CP Tranche Period or Interest Period of any Lender, and no Alternate Base Rate Loan may have a principal amount of less than $1,000,000.

          (c) The Borrower (or the Servicer, on the Borrower’s behalf) may not request an Interest Period for a Eurodollar Loan unless it shall have given each of the applicable Co-Agent(s) written notice of its desire therefor not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the first day of the desired Interest Period. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans.

          (d) Unless each Co-Agent shall have received written notice by 12:00 noon (New York City time) on the Required Day prior to the last day of a CP Tranche Period that the Borrower intends to reduce the aggregate principal amount of the CP Rate Loans outstanding, each of the Co-Agents and the Conduits shall be entitled to assume that the Borrower desires to refinance the principal and interest of each maturing CP Rate Loan on the last day of its CP Tranche Period with new CP Rate Loans having substantially similar CP Tranche Periods; provided, however, that the Borrower shall remain liable to pay in cash any portion of the principal or interest on the maturing CP Rate Loan when due to the extent that the applicable Conduit cannot issue Commercial Paper Notes or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinance the maturing CP Rate Loan and the accrued and unpaid interest thereon.

          (e) Unless the Co-Agents shall have received written notice by 12:00 noon (New York City time) on the third (3^rd) Business Day prior to the last day of an Interest Period that the Borrower intends to reduce the aggregate principal amount of the Eurodollar Loans outstanding from the Liquidity Banks, each of the Liquidity Banks shall be entitled to assume that the Borrower desires to refinance its maturing Eurodollar Loans on the last day of such Interest Period with Alternate Base Rate Loans.

          Section 2.3 Computation of Concentration Limits and Unpaid Net Balance. The Obligor Concentration Limits and the aggregate Unpaid Net Balance of Receivables of each Obligor and its Affiliated Obligors (if any) shall be calculated as if each such Obligor and its Affiliated Obligors were one Obligor.

          Section 2.4 Maximum Interest Rate. No provision of this Agreement shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law.

          Section 2.5 Payments and Computations, Etc.

                    (a) Payments. All amounts to be paid or deposited by the Borrower or the Servicer (on the Borrower’s behalf) to any of the Agents or Lenders (other than amounts payable under Section 4.2) shall be paid by wire or electronic transfer of immediately available funds received not later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States of America to the applicable Co-Agent at its address specified in Schedule 14.2, and, to the extent such payment is for the account of any Lender, the applicable Co-Agent shall promptly disburse such funds to the appropriate Lender(s) in its Group.

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                    (b) Late Payments. To the extent permitted by law, upon demand, the Borrower or the Servicer (on the Borrower’s behalf), as applicable, shall pay to the applicable Co-Agent for the account of each Person in its Group to whom payment of any Obligation is due, interest on all amounts not paid or deposited by 1:00 p.m. (New York City time) on the date when due (without taking into account any applicable grace period) at the Default Rate.

                    (c) Method of Computation. All computations of interest at the Alternate Base Rate or the Default Rate shall be made on the basis of a year of 365 (or, when appropriate, 366) days for the actual number of days (including the first day but excluding the last day) elapsed. All other computations of interest, and all computations of Servicer’s Fee, any per annum fees payable under Section 4.1 and any other per annum fees payable by the Borrower to the Lenders, the Servicer or any of the Agents under the Loan Documents shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.

                    (d) Avoidance or Rescission of Payments. To the maximum extent permitted by applicable law, no payment of any Obligation shall be considered to have been paid if at any time such payment is rescinded or must be returned for any reason.

          Section 2.6 Non-Receipt of Funds by the Co Agents. Unless a Lender notifies its Co-Agent prior to the date and time on which it is scheduled to fund a Loan that it does not intend to fund, such Co-Agent may assume that such funding will be made and may, but shall not be obligated to, make the amount of such Loan available to the intended recipient in reliance upon such assumption. If such Lender has not in fact funded its Loan proceeds to the applicable Co-Agent, the recipient of such payment shall, on demand by such Co-Agent, repay to such Co-Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by such Co-Agent until the date such Co-Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day.

ARTICLE III.
SETTLEMENTS

          Section 3.1 Reporting.

                    (a) Monthly Reports. Not later than the Monthly Reporting Date in each calendar month hereafter, the Servicer shall deliver to each of the Co-Agents, a Monthly Report accompanied by an electronic file in a form reasonably satisfactory to each of the Co-Agents; provided, however, that if an Unmatured Default or an Event of Default shall exist and be continuing, each of the Co-Agents may request that a computation of the Borrowing Base also be made on a date that is not a Monthly Reporting Date and, so long as such request is not made on or within 5 Business Days prior to the last day of any calendar month, the Servicer agrees to provide such computation within 3 Business Days after such request.

                    (b) Weekly Reports; Right to Request Cash Collateral Payment. Upon written request of the Administrative Agent, not later than each Weekly Reporting Date occurring at least 14 days after the Servicer’s receipt of such request and continuing until the Administrative

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Agent gives written notice that it no longer desires Weekly Reports, the Servicer shall deliver to each of the Co-Agents, a Weekly Report of the dollar amount of cash collections and the number of requisitions, in each case, for the second preceding week (the “Report Week”). If the dollar amount of cash Collections or the number of requisitions for the Report Week is less than 50% of the arithmetic average of the corresponding figures for the four immediately preceding Report Weeks, upon request of either of the Co-Agents, the Servicer shall provide a written computation of the Cash Collateral Payment within 3 Business Days after such request.

                    (c) Interest; Other Amounts Due. At or before 12:00 noon (New York City time) on the Business Day before each Settlement Date, each of the Co-Agents shall notify the Borrower and the Servicer of (i) the aggregate principal balance of all Loans that are then outstanding from its Constituents, and (ii) the aggregate amount of all principal, interest and fees that will be due and payable by the Borrower to such Co-Agent for the account of such Co-Agent or its Constituents on such Settlement Date.

          Section 3.2 Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:

          (a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;

          (b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and

          (c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of

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the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.

          (d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:

                    (i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;

                    (ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);

                    (iii) to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date;

                    (iv) to the payment of the principal of any Loans that are then due and owing;

                    (v) to other Obligations that are then due and owing;

                    (vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and

                    (vii) the balance, if any, to the Borrower.

          (e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).

          (f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.

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          Section 3.3 Non-Distribution of Servicer’s Fee. Each of the Agents and the other Secured Parties hereby consents to the retention by the Servicer of a portion of the Collections equal to the Servicer’s Fee (and, if applicable, any invoiced expenses of such Servicer that are due and owing pursuant to Section 8.1(d)) so long as the Collections received by the Servicer are sufficient to pay all amounts pursuant to Section 3.2 of a higher priority as specified in such Section.

          Section 3.4 Deemed Collections. If as of the last day of any Settlement Period:

          (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:

                    (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or

                    (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

                    (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

                    (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or

          (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable,

then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b).

ARTICLE IV.
FEES AND YIELD PROTECTION

          Section 4.1 Fees. Quest Diagnostics or the Borrower, as applicable, shall pay to each of the Agents and the Lenders certain fees from time to time in amounts and payable on such dates as are set forth in the Fee Letters.

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          Section 4.2 Yield Protection.

                    (a) If any Regulatory Change occurring after the date hereof:

                    (i) shall subject an Affected Party to any Tax, duty or other charge with respect to its Obligations or, as applicable, its Commitment or its Liquidity Commitment, or shall change the basis of taxation of payments to the Affected Party of any Obligations, owed to or funded in whole or in part by it or any other amounts due under this Agreement in respect of its Obligations or, as applicable, its Commitment or its Liquidity Commitment except for (A) Taxes based on, or measured by, net income or net profits, or changes in the rate of Tax on or determined by reference to the overall net income or net profits, of such Affected Party imposed by the United States of America, by the jurisdiction in which such Affected Party’s principal executive office and/or its applicable lending office is located and, if such Affected Party’s principal executive office or its applicable lending office is not in the United States of America, by the jurisdiction where such Affected Party’s principal office or applicable lending office is located, (B) franchise Taxes, Taxes on, or in the nature of, doing business Taxes or capital Taxes, or (C) withholding Taxes required for payments made to any foreign entity (other than withholding Taxes imposed by the United States as a result of a change in law after the date hereof and before such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder), unless such foreign entity fails to deliver to each of the Co-Agents and the Borrower an accurate IRS Form W-8BEN or W-8ECI (or the applicable successor form), as applicable; or

                    (ii) shall impose, modify or deem applicable any reserve that was not included in the computation of the applicable Interest Rate, or any special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party; or

                    (iii) shall affect the amount of capital required or expected to be maintained by any Affected Party; or

                    (iv) shall impose any other condition affecting any Obligation owned or funded in whole or in part by any Affected Party, or its rights or obligations, if any, to make Loans or Liquidity Fundings; or

                    (v) shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; or

                    (vi) shall require any Conduit to be consolidated for financial accounting purposes with any other Person;

and the result of any of the foregoing is or would be:

          (x) to increase the cost to or to impose a cost on (I) an Affected Party funding or making or maintaining any Loan, any Liquidity Funding, or any commitment of such

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Affected Party with respect to any of the foregoing, or (II) any of the Agents for continuing its or the Borrower’s relationship with any Affected Party, in each case, in an amount deemed to be material by such Affected Party,

          (y) to reduce the amount of any sum received or receivable by an Affected Party under this Agreement or under the Liquidity Agreement, or

          (z) to reduce the rate of return on such Affected Party’s capital as a consequence of its Commitment, its Liquidity Commitment or the Loans made by it to a level below that which such Affected Party could have achieved but for the occurrence of such circumstances,

then, within thirty days after demand by such Affected Party (which demand shall be made not more than 90 days after the date on which the Affected Party becomes aware of such Regulatory Change and shall be accompanied by a certificate setting forth, in reasonable detail, the basis of such demand and the methodology for calculating, and the calculation of, the amounts claimed by the Affected Party), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such actual additional cost, actual increased cost or actual reduction.

          (b) Each Affected Party will promptly notify the Borrower, the Administrative Agent and the applicable Co-Agent of any event of which it has knowledge (including any future event that, in the judgment of such Affected Party, is reasonably certain to occur) which will entitle such Affected Party to compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation unless such notification is given more than 90 days after the Affected Party becomes aware of such Regulatory Change.

          (c) In determining any amount provided for or referred to in this Section 4.2, an Affected Party may use any reasonable averaging and attribution methods (consistent with its ordinary business practices) that it (in its reasonable discretion) shall deem applicable. Any Affected Party when making a claim under this Section 4.2 shall submit to the Borrower the above-referenced certificate as to such actual increased cost or actual reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of demonstrable error, be conclusive and binding upon the Borrower.

          (d) Each of the Lenders agrees, and to require each Affected Party to agree that, with reasonable promptness after an officer of such Lender or such Affected Party responsible for administering the Transaction Documents becomes aware that it has become an Affected Party under this Section 4.2, is entitled to receive payments under this Section 4.2, or is or has become subject to U.S. withholding Taxes payable by any Loan Party in respect of its investment hereunder, it will, to the extent not inconsistent with any internal policy of such Person or any applicable legal or regulatory restriction, (i) use all reasonable efforts to make, fund or maintain its commitment or investment hereunder through another branch or office of such Affected Party, or (ii) take such other reasonable measures, if, as a result thereof, the circumstances which would cause such

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Person to be an Affected Party under this Section 4.2 would cease to exist, or the additional amounts which would otherwise be required to be paid to such Person pursuant to this Section 4.2 would be reduced, or such withholding Taxes would be reduced, and if the making, funding or maintaining of such commitment or investment through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such commitment or investment or the interests of such Person; provided that such Person will not be obligated to utilize such other lending office pursuant to this Section 4.2 unless the Borrower agrees to pay all incremental expenses incurred by such Person as a result of utilizing such other office as described in clause (i) above.

          (e) If any Lender makes a claim for compensation under this Section 4.2, the Borrower may propose an Eligible Assignee to the applicable Co-Agent who is willing to accept an assignment of such Lender’s Commitment, Liquidity Commitment and outstanding Loans, as applicable, together with each of its other rights and obligations under the Transaction Documents; provided that any expenses or other amounts which would be owing to such Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.3) shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If such proposed Eligible Assignee is acceptable to the applicable Co-Agent (who shall not unreasonably withhold or delay its approval), the claiming Lender will be obligated to assign all of its rights and obligations to such proposed Eligible Assignee within ten (10) Business Days after such Co-Agent gives its consent to such proposed Eligible Assignee. In addition, if one or more Affected Parties in one of the Groups (but not both of the Groups) requests compensation under Section 4.2(a), the Borrower shall have the right to (i) require all members of the Group to which such claiming part to assign all, but not less than all, of their Commitment(s) and outstanding Obligations, as applicable, by entering into written assignments with one or more Eligible Assignees identified by the Borrower, or (ii) to pay in full of all Obligations (if any) owing to such Group and terminate its Commitment(s) (as applicable). Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of the other Co-Agent) shall become effective on the date specified therein subject to receipt of payment in full on such date for all Obligations, if any, owing to the Group being replaced, and the Group being replaced shall make the requested assignments; provided that any expenses or other amounts which would be owing to such Group pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Group rather than the members of such Group having assigned their respective interests hereunder

          Section 4.3 Funding Losses. In the event that any Lender shall actually incur any actual loss or expense (including any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make or maintain any Loan or Liquidity Funding) as a result of (i) any payment of principal with respect to such Lender’s Loan or Liquidity Funding being made on any day other than the scheduled last day of an applicable CP Tranche Period or Interest Period with respect thereto, including, without limitation, because of a payment required by Section 1.4 or a prepayment required by Section

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1.5(b), (c) or (d) (it being understood that the foregoing shall not apply to any Alternate Base Rate Loans), or (ii) any Loan not being made in accordance with a request therefor under Section 2.1, then, upon written notice from the applicable Co-Agent to the Administrative Agent, the Borrower and the Servicer, the Borrower shall pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for the account of such Lender, the amount of such actual loss or expense; provided, however, that in the case of any Pool Funded Conduit, nothing in this Section 4.3 shall duplicate any amount paid to it as Broken Funding Costs. Such written notice (which shall include the methodology for calculating, and the calculation of, the amount of such actual loss or expense, in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding upon the Borrower and the Servicer.

ARTICLE V.
CONDITIONS OF ADVANCES

          Section 5.1 Conditions Precedent to Restatement Effectiveness. Effectiveness of this Agreement shall be subject to the conditions precedent that on such date: (a) each of the statements contained in Sections 5.2(a), (b) and (c) shall be true, and (b) the Administrative Agent shall have received not less than two (2) originals (except in the case of item (xi) below) of each of the following documents dated the date hereof:

                    (i) An assignment and assumption agreement by and between Atlantic and Gotham with respect to Atlantic’s right, title and interest in, to and under the Existing Agreement and the related Transaction Documents, duly executed by Atlantic and Gotham and acknowledged by Calyon New York Branch, BTMU and the Borrower;

                    (ii) An assignment and assumption agreement by and between Calyon New York Branch and BTMU with respect to Calyon New York Branch’s right, title and interest in, to and under the Existing Agreement and the related Transaction Documents, duly executed by Calyon New York Branch, BTMU and the Borrower;

                    (iii) An amendment to the Existing Agreement replacing Wachovia Bank, National Association with BTMU as Administrative Agent, duly executed by the parties to the Existing Agreement remaining after giving effect to the assignment and assumption agreements described in clauses (i) and (ii) above;

                    (iv) This Agreement, duly executed by the parties hereto;

                    (v) A certificate of the Secretary or Assistant Secretary of each Loan Party certifying (A) the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agents and the Lenders may conclusively rely until such time as the Administrative Agent shall receive from such Loan Party a revised certificate meeting the requirements of this subsection (ii)), (B) (x) an attached copy of the Organic Documents of such Loan Party, or (y) that there has been no change in the Organic Documents of such Loan Party since the date of the Existing Agreement, and (C) an attached copy of resolutions of such Loan Party’s board of directors authorizing its execution and delivery of this Agreement;

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                    (vi) Opinions dated the date hereof addressed to the Agents and the Lenders as to (1) the existence of a “true sale” or “true contribution” of the Receivables from each of the Originators to the Borrower under the Sale Agreement, and (2) the inapplicability of the doctrine of substantive consolidation to the Borrower with respect to each of the Originators in connection with any bankruptcy proceeding involving any of the Originators or the Borrower;

                    (vii) One or more favorable opinions of counsel to the Loan Parties covering the matters set forth in of Exhibit 5.1(h);

                    (viii) Copies in form suitable for filing of any and all financing statements and amendments thereto necessary to ensure that the Borrower continues to have a perfected ownership interest or perfected first priority security interest in the Receivables and Related Assets conveyed to it under the Sale Agreement and the Administrative Agent, for the benefit of the Secured Parties, continues to have a perfected first priority security interest in the Collateral hereunder;

                    (ix) A Monthly Report, prepared as of the Cut-Off Date of April 30, 2008;

                    (x) An amendment to the VFCC Liquidity Agreement, in form and substance satisfactory to the VFCC Agent, duly executed by the parties thereto, reducing the Liquidity Commitments thereunder to $127,500,000 and extending such Liquidity Commitments through the VFCC Group Termination Date;

                    (xi) The Gotham Fee Letter, duly executed by the parties thereto, together with payment of any and all fees due on or prior to the date hereof;

                    (xii) The VFCC Fee Letter, duly executed by the parties thereto, together with payment of any and all fees due on or prior to the date hereof;

                    (xiii) Collection Account Agreements (or amendments to or assignments of the Collection Account Agreements executed in connection with the Existing Agreement) with respect to each of the Collection Accounts, duly executed by the Borrower, the applicable Originator or the Servicer (as applicable), the applicable Collection Bank, and the Administrative Agent; and

                    (xiv) A certificate of an Authorized Officer of each of the Loan Parties certifying that as of the date hereof, no Event of Default or Unmatured Event of Default exists and is continuing.

          Section 5.2 Conditions Precedent to All Advances. Each Advance (including the initial Advance under this Agreement) shall be subject to the further conditions precedent that on the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the amount of such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that):

          (a) the representations and warranties contained in Section 6.1 are correct in all respects on and as of the date of such Advance as though made on and as of such day and

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shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date),

          (b) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default,

          (c) the Termination Date shall not have occurred,

          (d) if such Advance is to be funded, in whole or in part, by either Conduit’s Liquidity Banks, such Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the requisite portion of such Advance, and

          (e) each of the Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1;

provided, however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the opening of business on such day.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

          Section 6.1 Representations and Warranties of Loan Parties. Each Loan Party, as to itself, represents and warrants to the Agents and the Lenders as follows:

                    (a) Ownership of the Borrower. Quest Diagnostics owns, directly or indirectly, all the issued and outstanding Equity Interests of the Borrower, and all of such Equity Interests are fully paid and non-assessable and are free and clear of any Liens.

                    (b) Existence; Due Qualification; Permits. Each of the Loan Parties: (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite corporate power and authority necessary to own its Property and carry on its business as now being conducted; (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (iv) is in compliance with all Requirements of Law, except in the case of clauses (i), (ii), (iii) and (iv) where the failure thereof individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Loan Parties hold all governmental permits, licenses, authorizations, consents and approvals necessary for the Loan Parties to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the “Permits”), except for Permits the failure to obtain which would not have a Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Material Adverse Effect. All Permits are in full force and effect except where the failure of such to be in full force and effect would not have a Material Adverse Effect.

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                    (c) Action. Each Loan Party has all necessary corporate or other entity power, authority and legal right to execute, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by each Loan Party of each Transaction Document to which it is a party and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by each Loan Party and constitutes, and each of the other Transaction Documents to which it is a party when executed and delivered by such Loan Party will constitute, its legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

                    (d) Absence of Default. No Unmatured Default or Event of Default has occurred and is continuing.

                    (e) Noncontravention.

                    (i) None of the execution, delivery and performance by a Loan Party of any Transaction Document to which it is a party nor the consummation of the transactions herein and therein contemplated will (A) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under, an Organic Document of such Loan Party or any applicable Requirement of Law or any order, writ, injunction or decree of any Governmental Authority binding on such Loan Party, or any term or provision of any Contractual Obligation of such Loan Party or (B) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation, or (C) result in the creation or imposition of any Lien (except for the Liens created pursuant to the Transaction Documents) upon any Property of such Loan Party pursuant to the terms of any such Contractual Obligation, except with respect to each of the foregoing which could not reasonably be expected to have a Material Adverse Effect and which would not subject any Lender to any material risk of damages or liability to third parties.

                    (ii) No Loan Party is in default under any material contract or agreement to which it is a party or by which it is bound, nor, to such Loan Party’s knowledge, does any condition exist that, with notice or lapse of time or both, would constitute such default, excluding in any case such defaults that are not reasonably likely to have a Material Adverse Effect.

                    (f) No Proceedings. Except as described in Quest Diagnostics’ Form 10-K for the fiscal year ended December 31, 2007 and all filings made with the SEC under the Exchange Act by any Loan Party subsequent thereto prior to the date of this Agreement (copies of which have been provided to each of the Co-Agents or made available on EDGAR):

                    (i) There is no Proceeding (other than any qui tam Proceeding, to which this Section is limited to the best of each Loan Party’s knowledge) pending against, or, to the knowledge of either Loan Party, threatened in writing against or affecting, any Loan Party or any

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of its respective Properties before any Governmental Authority that, if determined or resolved adversely to such Loan Party, could reasonably be expected to have a Material Adverse Effect.

                    (ii) There is (A) no unfair labor practice complaint pending against any Loan Party or, to the best knowledge of each Loan Party, threatened against such Loan Party, before the National Labor Relations Board or any other Governmental Authority, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against such Loan Party or, to the best knowledge of such Loan Party after due inquiry, threatened against such Loan Party, (B) no strike, labor dispute, slowdown or stoppage pending against such Loan Party or, to the best knowledge of Borrower, after due inquiry, threatened against such Loan Party and (C) to the best knowledge of Borrower after due inquiry, no union representation question existing with respect to the employees of such Loan Party and, to the best knowledge of such Loan Party, no union organizing activities are taking place, except such as would not, with respect to any matter specified in clause (A), (B) or (C) above, individually or in the aggregate, have a Material Adverse Effect.

                    (g) Taxes.

                    (i) Except as would not have a Material Adverse Effect: (A) all tax returns, statements, reports and forms (including estimated Tax or information returns) (collectively, the “Tax Returns”) required to be filed with any taxing authority by, or with respect to, each Loan Party have been timely filed in accordance with all applicable laws; (B) each Loan Party has timely paid or made adequate provision for payment of all Taxes shown as due and payable on Tax Returns that have been so filed, and, as of the time of filing, each Tax Return was accurate and complete and correctly reflected the facts regarding income, business, assets, operations, activities and the status of each Loan Party (other than Taxes which are being contested in good faith and for which adequate reserves are reflected on the financial statements delivered hereunder); and (C) each Loan Party has made adequate provision for all Taxes payable by such Loan Party for which no Tax Return has yet been filed.

                    (ii) Except as set forth in Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2007: (A) as of the date hereof no Loan Party is a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group of corporations of which Quest Diagnostics is the common parent; and (B) there are no material tax sharing or tax indemnification agreements under which Borrower is required to indemnify another party for a material amount of Taxes other than, in the case of Quest Diagnostics, the tax indemnity contained in the Merger Agreement dated as of August 16,1999, between Glaxo Smith Kline (formerly known as Smith Kline Beecham) and Quest Diagnostics.

                    (h) Government Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by any Loan Party of the Transaction Documents to which it is a party or for the legality, validity or enforceability hereof or thereof or for the consummation of the transactions herein and therein contemplated, except for filings and recordings in respect of the Liens created pursuant to the Transaction Documents (all of which have been duly made or delivered to the Administrative Agent’s counsel for filing or may be prepared by the Administrative Agent for filing in accordance with the terms of this Agreement)

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and except for consents, authorizations and filings that have been obtained or made and are in full force and effect or the failure of which to obtain would not have a Material Adverse Effect.

                    (i) Financial Statements and Absence of Certain Material Adverse Changes.

                    (i) The information, reports, financial statements, exhibits and schedules furnished in writing by either of the Loan Parties to each of the Co-Agents or Lenders in connection with the negotiation, preparation or delivery of the Transaction Documents, including Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2007, but in each case excluding all projections, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; it being understood that certain financial information so furnished, including without limitation information contained in the Weekly Reports and Monthly Reports, has not been prepared in accordance with GAAP and might vary materially from information prepared and presented in accordance with GAAP on the same subject matter. Each Loan Party understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

                    (ii) From December 31, 2007 through and including the date hereof, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations. Since December 31, 2007, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations that has had, or would reasonably be expected to have, a material adverse effect upon its ability to perform its obligations, as an Originator or as Servicer, under the Transaction Documents when and as required, and no material adverse effect on the collectibility of any material portion of the Receivables.

                    (iii) Since the date hereof, no event has occurred which would have a Material Adverse Effect.

                    (j) Nature of Receivables. Each Receivable constitutes an Account or a Payment Intangible.

                    (k) Margin Regulations. The use of all funds obtained by such Loan Party under this Agreement or any other Transaction Document will not conflict with or contravene any of Regulation T, U or X.

                    (l) Title to Receivables and Quality of Title.

                    (i) Each Receivable has been acquired by the Borrower from an Originator in accordance with the terms of the Sale Agreement, and the Borrower has thereby irrevocably obtained good title to such Receivable and its Related Assets, free and clear of all Adverse Claims (except as created under the Transaction Documents), and the Borrower has the legal right to sell and encumber, such Receivable and the Related Assets. Without limiting the foregoing, there have been duly filed or delivered to the Administrative Agent’s counsel in form suitable for filing, all financing statements and financing statements amendments or other similar

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instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Borrower’s ownership interest in such Receivable.

                    (ii) This Agreement creates a valid security interest in the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of the financing statements and amendments described in clause (i), together with UCC termination statements delivered under the Receivables Sale Agreement, such security interest will be a first priority perfected security interest.

                    (iii) No financing statement executed or otherwise authorized by any Originator or Loan Party or other instrument similar in effect covering any portion of the Collateral is on file in any recording office except such as may be filed (A) in favor of an Originator in accordance with the Contracts, (B) in favor of the Borrower and its assigns in connection with the Sale Agreement, (C) in favor of the Administrative Agent in accordance with this Agreement, (D) in connection with any Lien arising solely as the result of any action taken by the Administrative Agent or one of the Secured Parties, or (E) which shall have been terminated or amended pursuant to UCC financing statements delivered to or prepared by the Administrative Agent hereunder in form suitable for filing in all applicable jurisdictions.

                    (m) Accurate Reports. No Monthly Report, Weekly Report or computation of Cash Collateral Payment (in each case, if prepared by such Loan Party, or to the extent information therein was supplied by such Loan Party), no other information, exhibit, schedule or information concerning the Collateral furnished or to be furnished verbally or in writing before or after the date of this Agreement, by or on behalf of such Loan Party to each of the Co-Agents or Lenders pursuant to this Agreement was inaccurate in any material respect as of the date it was dated or (except as otherwise disclosed to each of the Co-Agents or the Lenders at such time) as of the date so furnished, or contained or (in the case of information or other materials to be furnished in the future) will contain any material misstatement of fact or omitted or (in the case of information or other materials to be furnished in the future) will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances made or presented (it being understood that the Monthly Reports and Weekly Reports are not prepared in accordance with GAAP and that reports prepared in accordance with GAAP on the same subject matter might vary materially; and certain reconciling information with respect to Receivables will be set forth in the Monthly Report).

                    (n) Jurisdiction of Organization; Offices. Each Loan Party’s jurisdiction of organization is correctly set forth after its name in the preamble to this Agreement. The principal places of business and chief executive office of the Borrower is located at the addresses set forth on Schedule 6.1(n), and the offices where the Servicer and the Borrower keep all their Records and material Contracts are located at the addresses specified in Schedule 6.1(n) (or at such other locations, notified to each of the Co-Agents in accordance with Section 7.1(f), in jurisdictions where all action required by Section 8.5 has been taken and completed).

                    (o) Lockboxes and Collection Accounts.

                    (i) 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

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(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.

                    (ii) The Borrower has not granted any Person other than the Administrative Agent, control of any Collection Account or any Lockbox, or the right to take control of any of the foregoing at a future time or upon the occurrence of a future event.

                    (iii) Except as otherwise provided in Section 7.3(d), each Collection Account Agreement, and the name and address of each Collection Bank (together with the account numbers of all Collection Accounts maintained with it and the address of each Lockbox maintained with it) are set forth on Schedule 6.1(o).

                    (p) Eligible Receivables. Each Receivable included as an Eligible Receivable in the Net Pool Balance in connection with any computation or recomputation of the Borrowing Base is an Eligible Receivable on such date.

                    (q) ERISA. No ERISA Event has occurred or is reasonably expected to occur which could have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $20.0 million the fair market value of the assets of all such underfunded Pension Plans. Each ERISA Entity is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of any of each ERISA Entity to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not result in a Material Adverse Effect. All Foreign Plans are in substantial compliance with all Requirements of Law (other than to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect).

                    (r) Names. Since its incorporation, the Borrower has not used any legal names, trade names or assumed names other than (i) the name in which it has executed this Agreement, and (ii) any other name to which the Administrative Agent gives its prior written consent (which consent will not be unreasonably withheld or delayed).

                    (s) Credit and Collection Policy. With respect to the Receivables originated by each of the Originators, each of the applicable Originator, the Borrower and the Servicer has complied in all material respects with the applicable Credit and Collection Policy, and no change has been made to such Credit and Collection Policy since the date of this Agreement which

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would be reasonably likely to materially and adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables except for such changes as to which each of the Co-Agents has received the notice required under Section 7.2(h) and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed).

                    (t) Payments to Applicable Originator. With respect to each Receivable sold or contributed to the Borrower by any Originator under the Sale Agreement, the Borrower has given reasonably equivalent value to such Originator in consideration for such Receivable and the Related Assets with respect thereto and no such transfer is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§101 et seq.), as amended.

                    (u) Investment Company Act; Public Utility Holding Company Act; Other Restrictions. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the United States Investment Company Act of 1940, as amended. No Loan Party is a “holding company”, or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company”, within the meaning of the United States Public Utility Holding Company Act of 1935, as amended. No Loan Party is subject to regulation under any law or regulation which limits its ability to incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

                    (v) Borrowing Base; Solvency. The Borrowing Base is at all times at least equal to the aggregate outstanding principal balance of the Advances. As of each Borrowing Date, after giving effect to any Loans to be borrowed on such date, the Borrower is and will be Solvent.

ARTICLE VII.
GENERAL COVENANTS OF LOAN PARTIES

          Section 7.1 Affirmative Covenants of Loan Parties. From the date hereof until the Final Payout Date, unless each of the Co-Agents shall otherwise consent in writing:

                    (a) Compliance With Laws, Etc. Each Loan Party will comply with all applicable laws, rules, regulations and orders, including those with respect to the Receivables and related Contracts and Invoices, except, in each of the foregoing cases, where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect.

                    (b) Preservation of Existence. Each Loan Party will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect.

                    (c) Audits. Each Loan Party will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days’ notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day’s notice shall be required) during regular business hours, permit each of the Agents or any of its agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such

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Loan Party, and (B) to visit the offices and properties of such Loan Party for the purpose of examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Loan Party’s performance hereunder with any of the officers or employees of such Loan Party having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Loan Party, permit certified public accountants or auditors acceptable to each of the Co-Agents to conduct a review of such Loan Party’s Contracts, Invoices and Records (each, a “Review”); provided, however, that (x) so long as no Event of Default has occurred and is continuing, the Loan Parties shall only be responsible for the costs and expenses of one (1) such Review in any calendar year hereafter unless the first such Review in a calendar year resulted in negative findings (in which case the Loan Parties shall be responsible for the costs and expenses of two (2) such Reviews in such calendar year). Notwithstanding the foregoing, if (x) any Loan Party requests the approval of a new Eligible Originator who is a Material Proposed Addition or (y) any Material Acquisition is consummated, the Loan Parties shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to occur or such Material Acquisition is expected to be consummated if such additional Review is requested by either of the Co-Agents.

                    (d) Keeping of Records and Books of Account. The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate essential Records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain, all Contracts, Records and other information necessary or reasonably advisable for the collection of all Receivables (including, without limitation, Records adequate to permit the identification as of any Business Day when required of outstanding Unpaid Net Balances by Obligor and related debit and credit details of the Receivables). Each of the Borrower and the Servicer shall post all Demand Advances to its respective books in accordance with GAAP on or before each Settlement Date.

                    (e) Performance and Compliance with Receivables, Invoices and Contracts. Each Loan Party will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises, if any, required to be observed by it under the Contracts and/or Invoices related to the Receivables except for such failures to fully perform and comply as would not, individually or in the aggregate, have a Material Adverse Effect.

                    (f) Jurisdiction of Organization; Location of Records. Each Loan Party will keep its jurisdiction of organization, chief place of business and (at any time while the location of its chief executive office remains germane to perfection of any of the security interests or ownership interests purported to be conveyed pursuant to the Transaction Documents) its chief executive office, and the offices where it keeps its Records and material Contracts (and, to the extent that any of the foregoing constitute instruments, chattel paper or negotiable documents, all originals thereof), at the address(es) of the Servicer and the Borrower referred to in Section 6.1(n) or, upon 15 days’ prior written notice to the Administrative Agent, at such other locations in jurisdictions where all action required by Section 8.5 shall have been taken and completed.

                    (g) Credit and Collection Policies. Each Loan Party will comply in all material respects with its Credit and Collection Policy in regard to the Receivables and the related Contracts and Invoices.

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                    (h) Sale Agreement. The Borrower will perform and comply in all material respects with all of its covenants and agreements set forth in the Sale Agreement, and will enforce the performance by each Originator of its respective obligations thereunder.

                    (i) Collections.

                    (i) 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.

                    (ii) If, notwithstanding the foregoing clause (i) above, any Collections are paid directly to any Loan Party, such Loan Party shall deposit the same (with any necessary indorsements) to a Collection Account within one (1) Business Day after receipt thereof.

                    (iii) Upon demand of any of the Agents at any time following the occurrence of any Unmatured Default or Event of Default, the Borrower or the Servicer shall establish a segregated account at Wachovia Bank, National Association which is subject to a perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Parties (the “Collateral Account”), into which all deposits from time to time in the Collection Accounts, and all other Collections, are concentrated pending application in accordance with the terms of this Agreement to the Obligations.

                    (j) Further Assurances. Each of the Loan Parties shall take all necessary action to establish and maintain (i) in favor of the Borrower, a valid and perfected ownership interest in the Receivables and Related Assets, and (ii) in favor of the Administrative Agent for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, including, without limitation, taking such action to perfect, protect or more fully evidence the security interests of the Administrative Agent as the Administrative Agent may reasonably request.

          Section 7.2 Reporting Requirements of Loan Parties. From the date hereof until the Final Payout Date, unless each of the Co-Agents shall otherwise consent in writing:

                    (a) Quarterly Financial Statements. (i) Quest Diagnostics will furnish to each of the Co-Agents or make publicly available through EDGAR, as soon as available and in any event within 60 days after the end of each of the first three quarters of each of its fiscal years, copies of its report on SEC Form 10-Q as of the close of such fiscal quarter, and (ii) the Borrower will furnish to each of the Co-Agents as soon as available and in any event within 60 days after the end of each of the first three quarters of each of its fiscal years an unaudited balance sheet and income statement of the Borrower as of the close of such fiscal quarter, prepared in accordance

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with GAAP and certified in a manner reasonably acceptable to each of the Co-Agents by the Borrower’s chief executive officer, chief financial officer or treasurer (or an officer acting in a similar capacity to any of the foregoing);

                    (b) Annual Financial Statements. Quest Diagnostics will furnish to each of the Co-Agents or make publicly available through EDGAR, as soon as available and in any event within 120 days after the end of each fiscal year of Quest Diagnostics, copies of its annual report on SEC Form 10-K for such year, and the Borrower will furnish to each of the Co-Agents as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, an unaudited balance sheet and income statement of the Borrower as of the close of such fiscal year, prepared in accordance with GAAP and certified in a manner reasonably acceptable to each of the Co-Agents by the Borrower’s chief executive officer, chief financial officer or treasurer (or an officer acting in a similar capacity to any of the foregoing)

                    (c) Reports to SEC and Exchanges. In addition to the reports required by subsections (a) and (b) next above, promptly upon filing any report on SEC Form 8-K with the SEC, Quest Diagnostics shall deliver copies thereof to each of the Co-Agents or make them publicly available through EDGAR;

                    (d) ERISA. Promptly after the filing or receiving thereof, each Loan Party will furnish to each of the Co-Agents copies of all reports and notices with respect to any Reportable Event which any Loan Party files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor or which such Loan Party receives from the PBGC;

                    (e) Events of Default, etc. As soon as possible and in any event within five (5) Business Days after any Authorized Officer of either Loan Party obtains knowledge of the occurrence of any Event of Default or any Unmatured Default, each Loan Party will furnish to each of the Co-Agents a written statement of an Authorized Officer of such Loan Party setting forth details of such event and the action that such Loan Party will take with respect thereto;

                    (f) Litigation. As soon as possible and in any event within ten Business Days after any Authorized Officer of either Loan Party obtains knowledge thereof, such Loan Party will furnish to each of the Co-Agents notice of (i) any litigation, investigation or proceeding which may exist at any time which would reasonably be expected to have a Material Adverse Effect and (ii) any development in previously disclosed litigation which development would reasonably be expected to have a Material Adverse Effect;

                    (g) Reviews of Receivables. As soon as available and in any event within 30 days after each Review referenced in Section 7.1(c), the Borrower will deliver to each of the Co-Agents a written report on the results of such Review prepared by accountants or auditors selected as specified therein and reasonably acceptable to each of the Co-Agents, substantially in the form of the report delivered for the prior Review, and covering such other matters as any of the Agents may reasonably request in order to protect the interests of the Administrative Agent, for the benefit of the Secured Parties, under or as contemplated by this Agreement;

                    (h) Change in Business or Credit and Collection Policy. Each Loan Party will furnish to each of the Co-Agents prompt written notice of any material change in the character of

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such Loan Party’s business prior to the occurrence of such change, and each Loan Party will provide each of the Co-Agents with not less than 15 Business Days’ prior written notice of any material change in the Credit and Collection Policy (together with a copy of such proposed change); and

                    (i) Downgrade. Promptly after receipt of notice of any downgrade of any Indebtedness of Quest Diagnostics by Moody’s or S&P, Quest Diagnostics shall furnish to each of the Co-Agents a notice of such downgrade setting forth the Indebtedness affected and the nature of such change in rating.

                    (j) Other. Promptly, from time to time, each Loan Party will furnish to each of the Agents such other information, documents, Records or reports respecting the Receivables or the condition or operations, financial or otherwise, of such Loan Party as any of the Agents may from time to time reasonably request in order to protect the interests of the Administrative Agent, for the benefit of the Secured Parties, under or as contemplated by this Agreement.

          Section 7.3 Negative Covenants of Loan Parties. From the date hereof until the Final Payout Date, without the prior written consent of each of the Co-Agents:

                    (a) Sales, Liens, Etc. (i) The Borrower will not, except as otherwise provided herein and in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Collateral, or any account to which any Collections are sent, or any right to receive income or proceeds from or in respect of any of the foregoing (except, prior to the execution of Collection Account Agreements, set-off rights of any bank at which any such account is maintained), and (ii) the Servicer will not assert any interest in the Receivables, except as the Servicer.

                    (b) Extension or Amendment of Receivables. No Loan Party will, except as otherwise permitted in Section 8.2(c), extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract or Invoice related thereto in any way that adversely affects the collectibility of the Receivables originated by any Originator (taken as a whole), or any material part thereof, or the rights of the Borrower or the Administrative Agent (for the benefit of the Secured Parties) therein.

                    (c) Change in Business or Credit and Collection Policy. No Loan Party will make or permit to be made any change in the character of its business or Credit and Collection Policy, which change would, in either case, impair the collectibility of any significant portion of the Receivables or otherwise materially and adversely affect the interests or remedies of Lender under this Agreement or any other Transaction Document.

                    (d) Change in Payment Instructions to Obligors. No Loan Party will add or terminate any bank as a Collection Bank from those listed in Schedule 6.1(o) or, after the Collateral Account has been established pursuant to Section 7.1(i), make any change in its instructions to Obligors regarding payments to be made to any Collection Account or Lockbox (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Collection Account or Lockbox, as applicable, and where such change is immaterial and does not adversely affect the interests of the Administrative Agent, on

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behalf of the Secured Parties, in any respect), unless (i) the Co-Agents shall have received prior written notice of such addition, termination or change and (ii) the Administrative Agent shall have received duly executed copies of appropriate Collection Account Agreements, in a form reasonably acceptable to the Administrative Agent with each new Collection Bank.

                    (e) Deposits to Accounts. Each Loan Party will establish reasonable procedures designed to ensure that no Loan Party will deposit or authorize the deposit to any Collection Account of any cash or cash proceeds other than Collections of Receivables and of certain of the Excluded JV Receivables.

                    (f) Changes to Other Documents. The Borrower will not enter into any amendment or modification of, or supplement to, the Borrower’s Organic Documents without the prior written consent of the Administrative Agent. Neither the Borrower nor Quest Diagnostics will permit or enter into any amendment to or modification of, or supplement to, the Sale Agreement or the Subordinated Notes, except that they may enter into Joinder Agreements to add Eligible Originators as sellers thereunder.

                    (g) Restricted Payments by the Borrower. The Borrower will not:

                    (i) Purchase or redeem any shares of the capital stock of the Borrower, declare or pay any dividends thereon (other than stock dividends), make any distribution to stockholders or set aside any funds for any such purpose, unless, in each of the foregoing cases: (A) such purchase, redemption, payment or distribution is made on, or immediately following, a Settlement Date after payment of all Obligations due and owing on such Settlement Date, and (B) after giving effect to such purchase, redemption, payment or distribution, the Borrower’s net worth (determined in accordance with GAAP) will at all times be at least 10% of the greater of the Aggregate Commitment or the aggregate outstanding principal amount of the Advances; or

                    (ii) Make any payment of principal or interest on the Subordinated Notes if any Event of Default exists or would result therefrom or if such payment would result in the Borrower’s having insufficient cash on hand to pay all Obligations that will be due and owing on the next succeeding Settlement Date.

                    (h) Borrower Indebtedness. The Borrower will not incur or permit to exist any Indebtedness or liability on account of deposits except: (A) as provided in the Transaction Documents and (B) other current accounts payable arising in the ordinary course of business and not overdue in any material respect.

                    (i) Prohibition on Additional Negative Pledges. No Loan Party will enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Lien upon the Receivables or Related Assets, whether now owned or hereafter acquired, except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and no Loan Party will enter into or assume any agreement creating any Lien upon the Subordinated Notes.

                    (j) Name Change, Offices, Records and Books of Accounts. The Borrower will not change its name, identity or structure (within the meaning of Article 9 of any applicable

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enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Co-Agents at least 15 days’ prior notice thereof and (ii) prior to effectiveness of such change, delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

                    (k) Mergers, Consolidations and Acquisitions. The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than the acquisition of the Receivables and Related Assets pursuant to the Sale Agreement.

                    (l) Disposition of Receivables and Related Assets. Except pursuant to this Agreement, the Borrower will not sell, lease, transfer, assign, pledge or otherwise dispose of or encumber (in one transaction or in a series of transactions) any Receivables and Related Assets.

                    (m) Borrowing Base. The Borrower will not request any Advance if, after giving effect thereto, the aggregate outstanding principal balance of the Loans would exceed the Borrowing Base.

          Section 7.4 Separate Existence of the Borrower. Each Loan Party hereby acknowledges that Lenders and the Agents are entering into the transactions contemplated hereby in reliance upon the Borrower’s identity as a legal entity separate from the Servicer and its other Affiliates. Therefore, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by any of the Agents to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Quest Diagnostics or any other Person. Without limiting the foregoing, each Loan Party will take such actions as shall be required in order that:

          (a) The Borrower will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators and owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

          (b) Not less than one member of the Borrower’s Board of Directors (the “Independent Director”) shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Quest Diagnostics or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The certificate of incorporation of the Borrower shall provide that (i) at least one member of the Borrower’s Board of Directors shall be an Independent Director, (ii) the Borrower’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition

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with respect to the Borrower unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director;

          (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof;

          (d) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower. The Borrower will not engage any agents (other than its attorneys, auditors and other professionals) and will not engage any Person other than the Servicer to deal with the Collateral as contemplated by the Transaction Documents;

          (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Quest Diagnostics (or any other Affiliate thereof) which are not reflected in the Servicer’s Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Quest Diagnostics shall pay all expenses of the Borrower and, to the extent provided in this Agreement, the Agents relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees;

          (f) The Borrower’s operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower;

          (g) The Borrower will have its own stationery;

          (h) The books of account, financial reports and records of the Borrower will be maintained separately from those of Quest Diagnostics and each other Affiliate of the Borrower although they may appear in Quest Diagnostics’ consolidated general ledger;

          (i) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate legal entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders; and the accounting records and any published financial statements of each of the Originators will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by such Originator to the Borrower;

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          (j) The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates;

          (k) Each Affiliate of the Borrower will strictly observe organizational formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates;

          (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s or such Affiliate’s existing or future capacity as the Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to demand by any of the Agents pursuant to Section 7.1(i) to establish a segregated Collateral Account, Collections may be deposited into general accounts of Quest Diagnostics, subject to the obligations of the Servicer hereunder;

          (m) Each Affiliate of the Borrower will maintain arm’s length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise;

          (n) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Quest Diagnostics and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity;

          (o) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and

          (p) The Borrower will conduct its business solely in its own legal name and in a manner separate from the Originators so as not to mislead others with whom they are dealing.

ARTICLE VIII.
ADMINISTRATION AND COLLECTION

          Section 8.1 Designation of Servicer.

                    (a) Quest Diagnostics as Initial Servicer. The servicing, administering and collection of the Receivables shall be conducted by the Person designated as Servicer hereunder from time to time in accordance with this Section 8.1. Until both of the Co-Agents give to Quest Diagnostics a Successor Notice (as defined in Section 8.1(b)), Quest Diagnostics is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof.

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                    (b) Successor Notice; Servicer Transfer Events. Upon Quest Diagnostics’ receipt of a notice from both of the Co-Agents following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”), Quest Diagnostics agrees that it will terminate its activities as Servicer hereunder in a manner that will facilitate the transition of the performance of such activities to the new Servicer, and, after agreeing in writing to be bound by the terms of this Agreement (including, without limitation, the provisions of Section 14.14), the Co-Agents’ designee shall assume each and all of Quest Diagnostics’ obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Quest Diagnostics shall use its reasonable best efforts to assist the Co-Agents’ designee in assuming such obligations. Without limiting the foregoing, Quest Diagnostics agrees, at its expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary to generate reports useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. If Quest Diagnostics disputes the occurrence of a Servicer Transfer Event, Quest Diagnostics may take appropriate action to resolve such dispute; provided that Quest Diagnostics must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified by the Co-Agents as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ interests hereunder.

                    (c) Subcontracts. So long as Quest Diagnostics (or any of its existing or hereafter arising Affiliates approved by the Co-Agents at the request of Quest Diagnostics or the Borrower subject to satisfaction of the Rating Agency Condition) is acting as the Servicer, it may subcontract with any other Originator or other direct or indirect Subsidiary of Quest Diagnostics, for servicing, administering or collecting all or any portion of the Receivables, provided, however, that no such subcontract shall relieve Quest Diagnostics (or such approved affiliated substitute Servicer, if such approval is not conditioned upon Quest Diagnostics’ issuance of a performance guaranty with respect to such affiliated substitute Servicer) of its primary liability for performance of its duties as Servicer pursuant to the terms hereof and any such sub-servicing arrangement may be terminated at the request of any of the Agents at any time after a Successor Notice has been given. In addition to the foregoing, with the prior written consent of the Co-Agents (which consent shall not be unreasonably withheld or delayed), any Servicer may subcontract with other Persons for servicing, administering or collecting all or any portion of the Receivables, provided, however, that no such subcontract shall relieve such Servicer of its primary liability for performance of its duties as Servicer pursuant to the terms hereof and any such sub-servicing arrangement may be terminated at the request of any of the Agents at any time that the Co-Agents reasonably determine that such sub-servicer is not performing adequately.

                    (d) Expense Indemnity after a Servicer Transfer Event. In addition to, and not in lieu of the Servicer’s Fee, if Quest Diagnostics or one of its Affiliates is replaced as Servicer following a Servicer Transfer Event, the Borrower shall reimburse the Servicer within 10 Business Days after receipt of a written invoice, any and all reasonable costs and expenses of the Servicer incurred in connection with its servicing of the Receivables for the benefit of the Secured Parties.

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          Section 8.2 Duties of Servicer.

                    (a) Appointment; Duties in General. Each of the Borrower, the Lenders and the Agents hereby appoints as its agent, the Servicer, as from time to time designated pursuant to Section 8.1, to enforce its rights and interests in and under the Collateral. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

                    (b) Segregation of Collections. The Servicer shall not be required (unless otherwise requested by any of the Agents) to segregate the funds constituting Collections prior to the remittance thereof in accordance with Article III. If instructed by any of the Agents, the Servicer shall segregate Collections and deposit them into the Collateral Account not later than the first Business Day following receipt by the Servicer of such Collections in immediately available funds.

                    (c) Modification of Receivables. Quest Diagnostics, while it is the Servicer, may, in accordance with the Credit and Collection Policy, so long as no Event of Default shall have occurred and be continuing, extend the maturity or adjust the Unpaid Net Balance of any Receivable as Quest Diagnostics may reasonably determine to be appropriate to maximize Collections of the Receivables taken as a whole in a manner consistent with the Credit and Collection Policy (although no such extension or adjustment shall alter the status of such Receivable as a Defaulted Receivable or a Delinquent Receivable or, in the case of an adjustment, limit the rights of the Agents or the Lenders under Section 3.4).

                    (d) Contracts and Records. Each Loan Party shall deliver to the Servicer, and the Servicer shall, or shall direct the Originators as sub-servicers to, hold in trust for the Borrower and the Secured Parties, all Contracts and Records.

                    (e) Certain Duties to the Borrower. The Servicer shall, as soon as practicable following receipt, turn over to the Borrower (i) that portion of the Collections which are not required to be turned over to each of the Co-Agents, less the Servicer’s Fee and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer of servicing, collecting and administering the Receivables to the extent not covered by the Servicer’s Fee received by it, and (ii) the Collections of any receivable which is not a Receivable. The Servicer, if other than Quest Diagnostics or any other Loan Party or Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all Contracts and other Records in its possession that evidence or relate to receivables of the Borrower other than Receivables, and copies of all Contracts and other Records in its possession that evidence or relate to Receivables, Obligors or Related Assets.

                    (f) Termination. The Servicer’s authorization under this Agreement shall terminate upon the Final Payout Date.

                    (g) Power of Attorney. The Borrower hereby grants to the Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower all steps which are necessary or advisable to endorse, negotiate or otherwise

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realize on any writing or other right of any kind held or transmitted by the Borrower or transmitted or received by Lender in connection with any Receivable. This power of attorney shall automatically terminate as to any Servicer replaced in accordance with Section 8.1(b) and shall automatically transfer to its successor.

          Section 8.3 Rights of the Agents.

                    (a) Notice to Obligors. At any time when an Event of Default has occurred and is continuing, any of the Agents may notify the Obligors of Receivables, or any of them, of the Borrower’s ownership of the Receivables, and the Administrative Agent’s security interest, for the benefit of the Secured Parties, in the Collateral.

                    (b) Notice to Collection Banks. At any time, the Administrative Agent is hereby authorized to give notice to the Collection Banks, as provided in the Collection Account Agreements, of the transfer to the Administrative Agent of dominion and control over the Lockboxes and the Collection Accounts, and the Administrative Agent hereby agrees to give such notice upon request of either of the Co-Agents. The Borrower and the Servicer hereby transfer to the Administrative Agent, effective when the Administrative Agent shall give notice to the Collection Banks as provided in the Collection Account Agreements, the exclusive dominion and control over the Lockboxes and the Collection Accounts, and shall take any further action that the Administrative Agent may reasonably request to effect such transfer.

                    (c) Rights on Servicer Transfer Event. At any time following the designation of a Servicer other than Quest Diagnostics (or one of its approved Affiliates) pursuant to Section 8.1:

                    (i) Any of the Agents may direct the Obligors of Receivables, or any of them, to pay all amounts payable under any Receivable directly to the Administrative Agent or its designee.

                    (ii) Any Loan Party shall, at any Agent’s request and at such Loan Party’s expense, give notice of the Administrative Agent’s security interest in the Collateral to each Obligor of Receivables and direct that payments be made directly to the Administrative Agent or its designee.

                    (iii) Each Loan Party shall, at any Agent’s request: (A) assemble and make available all of the Contracts and Records which are necessary or reasonably desirable to collect the Collateral, and make the same available to the successor Servicer at such place or places as the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Servicer.

                    (iv) Each of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the Administrative Agent and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Person’s name and on behalf of such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing any Loan Party’s name on checks and other

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instruments representing Collections and enforcing such Receivables and the related Contracts and Invoices.

          Section 8.4 Responsibilities of Loan Parties. Anything herein to the contrary notwithstanding:

                    (a) Contracts. Each Originator shall remain responsible for performing all of its obligations (if any) under each Contract to the same extent as if no ownership interest or security interests had been conveyed under the Transactions Documents, and the exercise by the Administrative Agent or its designee of its rights and remedies hereunder shall not relieve such Originator from such obligations.

                    (b) Limitation of Liability. The Secured Parties shall not have any obligation or liability with respect to any Receivables, Invoices or Contracts, nor shall any of them be obligated to perform any of the obligations of any Loan Party or any Originator thereunder.

          Section 8.5 Further Action Evidencing the Security Interest. Each Loan Party agrees that from time to time, at its expense, it will promptly execute (if legally required) and deliver all further instruments and documents, and take all further action that the Administrative Agent or its designee may reasonably request in order to perfect, protect or more fully evidence the Administrative Agent’s security interest, on behalf of the Secured Parties, in the Collateral, or to enable the Administrative Agent or its designee to exercise or enforce any of the Secured Parties’ respective rights hereunder or under any Transaction Document in respect thereof. In furtherance of the foregoing, to the maximum extent permitted by applicable law, each Loan Party (i) authorizes the Agent to execute any such agreements, instruments or other documents in such Loan Party’s name and to file such agreements, instruments or other documents in any appropriate filing office, (ii) authorizes the Administrative Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Loan Party (including, without limitation, in the case of the Borrower, any such financing statements that indicate the Collateral as “all assets” or words of similar import), and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Loan Party prior to the date hereof; provided that the Administrative Agent shall provide prompt written notice to such Loan Party after filing any such record without the signature of such Loan Party.

          Section 8.6 Application of Collections. Except as otherwise specified by such Obligor or required by the underlying Contract or law, any payment by an Obligor in respect of any indebtedness owed by it to an Originator or to the Borrower shall be applied first, as a Collection of any Receivable or Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest of such Receivables (unless another reasonable basis for allocation of such payments to the Receivables of such Obligor exists), and second, to any other indebtedness of such Obligor.

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ARTICLE IX.
SECURITY INTEREST

          Section 9.1 Grant of Security Interest. To secure the due and punctual payment of the Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, in each case pro rata according to the respective amounts thereof, the Borrower hereby pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of the Borrower’s right, title and interest now or hereafter existing in, to and under (a) all the Receivables and Related Assets, (b) the Sale Agreement, (c) the rights to demand and receive payment of the Demand Advances, and (d) all proceeds of any of the foregoing (collectively, the “Collateral”).

          Section 9.2 Termination after Final Payout Date. Each of the Secured Parties hereby authorizes the Administrative Agent, and the Administrative Agent hereby agrees, promptly after the Final Payout Date to execute and deliver to the Borrower such UCC-3 termination statements as may be necessary to terminate the Administrative Agent’s security interest in and Lien upon the Collateral, all at the Borrower’s expense. Upon the Final Payout Date, all right, title and interest of the Administrative Agent and the other Secured Parties in and to the Collateral shall terminate.

          Section 9.3 Limitation on Rights to Collateral Proceeds. Nothing in this Agreement shall entitle the Secured Parties to receive or retain proceeds of the Collateral in excess of the aggregate amount of the Obligations owing to such Secured Party (or to any Indemnified Party claiming through such Secured Party).

ARTICLE X.
EVENTS OF DEFAULT

          Section 10.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

          (a) The Servicer or the Borrower shall fail to make (i) when and as required to be made by it herein, any payment, prepayment or deposit of any amount of principal of any Loan, or (ii) within three (3) days after the same becomes due, any payment of any amount of interest, fees or other Obligations payable hereunder or under any other Transaction Document; provided that any interest, fees or other amounts which are not paid on the due date shall bear interest at the Default Rate after such due date.

          (b) Any representation or warranty made or deemed to be made by any Loan Party (or any of its officers) under this Agreement or any other Transaction Document or in any Monthly Report, Weekly Report, computation of Cash Collateral Payment or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material adverse respect when made, provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

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           (c) Any Loan Party fails to perform or observe any other term or covenant contained in this Agreement or any other Transaction Document, and such default shall continue unremedied for a period of 5 days (in the case of nonperformance or nonobservance by the Servicer) or 10 days (in the case of nonperformance or nonobservance by the Borrower) after the earlier to occur of (i) the date upon which written notice thereof is given to such Loan Party by the Administrative Agent and (ii) the date the applicable Loan Party becomes aware thereof.

          (d) (i)The Borrower shall (A) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness of which the aggregate unpaid principal amount is in excess of $11,600, when and as the same shall become due and payable (after expiration of any applicable grace period) or (B) fail to observe or perform any other term, covenant, condition or agreement (after expiration of any applicable grace period) contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (B) is to cause, or permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; or (ii)any of the Originators (A) shall fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness of which the aggregate unpaid principal amount is in excess of $100,000,000 (or such other amount as may be set forth in the comparable provision of the Credit Agreement), when and as the same shall become due and payable (after expiration of any applicable grace period) or (B) shall fail to observe or perform any other term, covenant, condition or agreement (after expiration of any applicable grace period) contained in any agreement or instrument evidencing or governing any Indebtedness in excess of $100,000,000 (or such other amount as may be set forth in the comparable provision of the Credit Agreement), in aggregate principal amount of the Originators if, as a result of such failure, the holder or holders of the Indebtedness outstanding thereunder (or an agent or a trustee on their behalf) cause the holder or holders of such Indebtedness or an agent or a trustee on its or their behalf to cause such Indebtedness to become due prior to its stated maturity.

          (e) An Event of Bankruptcy shall have occurred and remain continuing with respect to the Borrower or the Servicer.

          (f) The three-calendar month rolling average Dilution Ratio at any Cut-Off Date exceeds 6.00%.

          (g) The three-calendar month rolling average Default Trigger Ratio at any Cut-Off Date exceeds 15.40%.

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

          (i) The occurrence of any Missing Information Trigger Event.

          (j) The three-calendar month rolling average Collections Ratio at any Cut-Off Date is less than 32.00%.

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          (k) On any Settlement Date, after giving effect to the payments made under Article II or Article III, the aggregate outstanding principal balances of the Advances exceed the Allocation Limit.

          (l) A Change in Control shall occur.

          (m) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the Receivables or Related Assets and such lien shall not have been released within seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables or Related Assets.

          (n) The Administrative Agent, on behalf of the Secured Parties, for any reason, does not have a valid, perfected first priority security interest in the Receivables and the Related Assets.

          (o) (i)A final judgment or judgments for the payment of money in excess of $11,600 in the aggregate (exclusive of judgment amounts to the extent covered by insurance or indemnity payments) shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against the Borrower and the same shall not be discharged (or provision which results in a stay of execution shall not be made for such discharge), vacated or bonded pending appeal, or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and the Borrower shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or (ii) a final judgment or judgments for the payment of money in excess of $100,000,000 (or such other amount as may be set forth in the comparable provision of the Credit Agreement) in the aggregate (exclusive of judgment amounts to the extent covered by insurance or indemnity payments) shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against any Originator and the same shall not be discharged (or provision which results in a stay of execution shall not be made for such discharge), vacated or bonded pending appeal, or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Originator shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

          (p) An ERISA Event or noncompliance with respect to Foreign Plans shall have occurred that when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, is reasonably likely to result in liability of any Originator or Loan Party in an aggregate amount exceeding $100,000,000 (or such other amount as may be set forth in the comparable provision of the Credit Agreement).

          (q) Quest Diagnostics shall fail to comply with any of the financial covenants set forth in Sections 7.2(a) and (b) (or analogous successor provisions) of the Credit Agreement.

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          (r) The occurrence of the Sale Termination Date under and as defined in the Sale Agreement.

          (s) Any other event occurs that (i) could reasonably be expected to have a Material Adverse Effect of the type described in clause (d) of the definition thereof, or (ii) has had a Material Adverse Effect of the type described in any clause of the definition thereof.

          Section 10.2 Remedies.

                    (a) Optional Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in Section 10.1(e) with respect to the Borrower), the Administrative Agent may by notice to the Borrower, declare the Termination Date to have occurred and the Obligations to be immediately due and payable, whereupon the Aggregate Commitment shall terminate and all Obligations shall become immediately due and payable.

                    (b) Automatic Acceleration. Upon the occurrence of an Event of Default described in Section 10.1(e) with respect to the Borrower, the Termination Date shall automatically occur and the Obligations shall be immediately due and payable.

                    (c) Additional Remedies. Upon the Termination Date pursuant to this Section 10.2, the Aggregate Commitment will terminate, no Loans or Advances thereafter will be made, and the Administrative Agent, on behalf of the Secured Parties, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided to a secured party upon default under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative.

ARTICLE XI.
THE AGENTS

          Section 11.1 Appointment.

          (a) Each member of the VFCC Group hereby irrevocably designates and appoints Wachovia Bank, National Association as VFCC Agent hereunder and under the other Transaction Documents to which the VFCC Agent is a party, and authorizes the VFCC Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the VFCC Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Gotham Group hereby irrevocably designates and appoints BTMU as Gotham Agent hereunder and under the other Transaction Documents to which the Gotham Agent is a party, and authorizes the Gotham Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Gotham Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. 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

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the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

          (b) The provisions of this Article XI are solely for the benefit of the Agents and the Lenders, and neither of the Loan Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Lenders may have to either of the Loan Parties under the other provisions of this Agreement.

          (c) In performing its functions and duties hereunder, (i) the VFCC Agent shall act solely as the agent of the members of the VFCC Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan Parties or any of their respective successors and assigns, (ii) the Gotham Agent shall act solely as the agent of the members of the Gotham Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan Parties or any of their respective successors and assigns, and (iii) the Administrative Agent shall act solely as the agent of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan Parties or any of their respective successors and assigns.

          Section 11.2 Delegation of Duties. Each Agent may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care except for agents and attorneys-in fact to which any Agent delegates all or substantially all of its duties as an Agent which are not approved by S&P, Moody’s and, so long as applicable, Fitch. No Agent shall be responsible for the negligence or misconduct of agents or attorneys-in-fact selected by it with reasonable care for due diligence and audit matters and attorneys selected with reasonable care for legal matters.

          Section 11.3 Exculpatory Provisions. None of the Agents nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or in connection with this Agreement (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity,

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effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either of the Loan Parties to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. None of the Agents shall be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Loan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

          Section 11.4 Reliance by Agents.

          (a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy or telex message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of such of its Lenders and Liquidity Banks, as it shall determine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by its Constituent Liquidity Banks against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

          (b) Any action taken by any of the Agents in accordance with Section 11.4(a) shall be binding upon all of the Agents and the Lenders.

          Section 11.5 Notice of Events of Default. None of the Agents shall be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Default unless such Agent has received notice from another Agent, a Lender or a Loan Party referring to this Agreement, stating that an Event of Default or Unmatured Default has occurred hereunder and describing such Event of Default or Unmatured Default. In the event that any of the Agents receives such a notice, it shall promptly give notice thereof to the Lenders and the other Agents. The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Default as shall be directed by either of the Co-Agents provided that the Administrative Agent is indemnified to its satisfaction by such Co-Agent and its Constituent Liquidity Banks against any and all liability, cost and expense which may be incurred by it by reason of taking any such action.

          Section 11.6 Non-Reliance on Other Agents and Lenders. Each of the Lenders expressly acknowledges that none of the Agents, nor any of the Agents’ respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any of the Agents hereafter taken, including, without limitation, any review of the affairs of the Loan Parties, shall be deemed to constitute any

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representation or warranty by such Agent. Each of the Lenders also represents and warrants to the Agents and the other Lenders that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made its own decision to enter into this Agreement. Each of the Lenders also represents that it will, independently and without reliance upon the Agents or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Loan Parties. The Agents, the Lenders and their respective Affiliates, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Loan Parties which may come into the possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that each of the Agents shall promptly distribute to the other Agents and the Lenders, copies of financial and other information expressly provided to it by either of the Loan Parties pursuant to this Agreement.

          Section 11.7 Indemnification of Agents. Each Liquidity Bank agrees to indemnify (a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the officers, directors, employees, representatives and agents of each of the foregoing (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably in accordance with their respective Loans, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Co-Agent, the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Co-Agent or the Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against such Co-Agent, the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of such Co-Agent, the Administrative Agent or such Person as finally determined by a court of competent jurisdiction).

          Section 11.8 Agents in their Individual Capacities. Each of the Agents in its individual capacity and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Loan Parties and their Affiliates as though such Agent were not an Agent hereunder. With respect to its Loans, if any, pursuant to this Agreement, each of the Agents shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each of the Agents in their individual capacities.

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          Section 11.9 [Reserved].

          Section 11.10 Conflict Waivers.

          (a) Wachovia acts, or may in the future act: (i) as administrative agent for VFCC, (ii) as issuing and paying agent for VFCC’s Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Commercial Paper Notes and (iv) to provide other services from time to time for VFCC (collectively, the “Wachovia Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Administrative Agent and the Lenders hereby acknowledges and consents to any and all Wachovia Roles and agrees that in connection with any Wachovia Role, Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for VFCC, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC Liquidity Agreement, and hereby acknowledges that neither Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than VFCC) arising out of any of the Wachovia Roles.

          (b) BTMU acts, or may in the future act: (i) as administrator of Gotham, (ii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Commercial Paper and (iii) to provide other services from time to time for Gotham (collectively, the “BTMU Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Lenders hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with any BTMU Role, BTMU may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Gotham, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham Liquidity Agreement, and hereby acknowledges that neither BTMU nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Gotham) arising out of any of the BTMU Roles.

          Section 11.11 UCC Filings. Each of the Secured Parties hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Collateral, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Secured Parties and that such listing will not affect in any way the status of the Secured Parties as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

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ARTICLE XII.
ASSIGNMENTS AND PARTICIPATIONS

          Section 12.1 Restrictions on Assignments, etc.

          (a) No Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents and satisfaction of the Rating Agency Condition; provided, however, that the foregoing shall not be deemed to restrict Quest Diagnostics’ right, prior to delivery of a Successor Notice, to request the Agents’ consent to the appointment of an Affiliate as replacement Servicer (subject to satisfaction of the Rating Agency Condition) or to delegate all or any portion of its duties as Servicer to other Originators, as sub-servicers, so long as Quest Diagnostics remains primarily liable for the performance or non-performance of such duties.

          (b) Each of the Conduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to its Constituent Liquidity Banks (or to its Co-Agent for the ratable benefit of its Constituent Liquidity Banks).

          (c) In addition to, and not in limitation of, assignments and participations described in Section 12.1(b):

                     (i) in the event that any of the Liquidity Banks becomes a Downgraded Liquidity Bank, such Downgraded Liquidity Bank shall give prompt written notice of its Downgrading Event to the applicable Co-Agent and the Borrower. Within 5 Business Days after the Borrower’s receipt of such notice, the Borrower may propose an Eligible Assignee who is willing to accept an assignment of, and to assume, such Downgraded Liquidity Bank’s rights and obligations under this Agreement and under the Liquidity Agreement to which it is a party. In the event that the Borrower fails to propose such an Eligible Assignee within such 5 Business Day period, or such Eligible Assignee does not execute and deliver assignment and assumption documents reasonably acceptable to such Downgraded Liquidity Bank and such Co-Agent, and pays the Downgraded Liquidity Bank’s Obligations in full, in each case, not later than 5:00 p.m. (New York City time) on the 10th Business Day following the Borrower’s receipt of notice of such Downgrading Event, such Co-Agent may identify an Eligible Assignee without the Borrower’s consent, and the Downgraded Liquidity Bank shall promptly assign its rights and obligations to the Eligible Assignee designated by such Co-Agent against payment in full of its Obligations;

                    (ii) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Eligible Assignee with the prior written consent of (A) the Borrower and (B) such Lender’s applicable Co-Agent, which consents shall not be unreasonably withheld or delayed; and

                    (iii) each of the Lenders may, without the prior written consent of the Borrower or any of the Agents, sell participations in all or any portion of their respective rights and obligations in, to and under the Transaction Documents and the Obligations in accordance with Sections 12.2 and 14.7.

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          Section 12.2 Rights of Assignees and Participants.

           (a) Upon the assignment by a Lender in accordance with Section 12.1(b) or (c), the Eligible Assignee(s) receiving such assignment shall have all of the rights and obligations of such Lender with respect to the Transaction Documents and the Obligations (or such portion thereof as has been assigned).

           (b) In no event will the sale of any participation interest in any Lender’s or any Eligible Assignee’s rights under the Transaction Documents or in the Obligations relieve the seller of such participation interest of its obligations, if any, hereunder or, if applicable, under the Liquidity Agreement to which it is a party.

          Section 12.3 Terms and Evidence of Assignment. Any assignment to any Eligible Assignee(s) pursuant to Section 1.2(c), 12.1(b) or 12.1(c) shall be upon such terms and conditions as the assigning Lender and the applicable Co-Agent, on the one hand, and the Eligible Assignee, on the other, may mutually agree, and shall be evidenced by such instrument(s) or document(s) as may be satisfactory to such Lender, the applicable Co-Agent and the Eligible Assignee(s). Any assignment made in accordance with the terms of this Article XII shall relieve the assigning Lender of its obligations, if any, under this Agreement (and, if applicable, the Liquidity Agreement to which it is a party) to the extent assigned and no Lender may assign or otherwise transfer any of its rights and obligations hereunder except in accordance with the terms of this Article XII.

ARTICLE XIII.
INDEMNIFICATION

          Section 13.1 Indemnities by the Borrower.

                    (a) General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Affected Parties, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, excluding, however: (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the related Obligor’s refusal to pay; provided, however, that prior to the occurrence of an Event of Default, the Indemnified Parties shall only be entitled to seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as

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special counsel is not licensed to practice). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:
	(A) the creation of any Lien on, or transfer by any Loan Party of any interest in, the Collateral other than as provided in the Transaction Documents;
	(B) any representation or warranty made by any Originator or Loan Party (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of any Originator or Loan Party pursuant thereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the case may be;
	(C) the failure by any Loan Party to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and/or Invoice, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation;
	(D) the failure to vest and maintain vested in the Borrower a perfected ownership interest in all Collateral; or the failure to vest and maintain vested in the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, free and clear of any other Lien, other than a Lien arising solely as a result of an act of one of the Secured Parties, now or at any time thereafter;
	(E) unless the Borrower has actual knowledge that the Administrative Agent has prepared a financing statement, amendment or similar instrument or document under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, the failure to deliver to the Administrative Agent on a timely basis any such financing statement, amendment or similar instrument or document or to authorize its filing on a timely basis;
	(F) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or the related Contract and/or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services;
	(G) any matter described in Section 3.4;
	(H) any failure of any Loan Party, as the Borrower, the Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party;

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          (I) any claim of breach by any Loan Party of any related Contract and/or Invoice with respect to any Receivable;

          (J) any Tax (but not including Taxes upon or measured by net income or net profits or franchise Taxes in lieu of net income or net profits Taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Administrative Agent’s security interest in the Collateral;

          (K) the commingling of Collections of Receivables at any time with other funds;

          (L) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Loan, the security interest in the Receivables and Related Assets or any other investigation, litigation or proceeding relating to the Borrower or any of the Originators in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby (other than an investigation, litigation or proceeding (1) relating to a dispute solely amongst the Lenders (or certain Lenders) and the Administrative Agent or (2) excluded by Section 13.1(a));

          (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract, Invoice or any Receivable;

          (N) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

          (O) the occurrence of any Event of Default of the type described in Section 10.1(e);

          (P) any loss incurred by any of the Secured Parties as a result of the inclusion in the Borrowing Base of Receivables owing from any single Obligor and its Affiliated Obligors which causes the aggregate Unpaid Net Balance of all such Receivables to exceed the applicable Obligor Concentration Limit; or

          (Q) failure of any Specified Government Receivables to be recorded in the applicable Originator’s or the Servicer’s billing and accounting systems solely as a Client-Billed Receivable.

                    (b) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any Tax or governmental fee or charge for which indemnification will be sought from any Loan Party under Section 13.1(a)(J), such Indemnified Party shall give prompt and timely notice of such attempt to the Borrower and the Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge. Indemnification

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hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences when actually realized by the Indemnified Party of the payment of any of the aforesaid taxes or payments of amounts indemnified against hereunder (including any deduction) and the receipt of the indemnity payment provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, amount indemnified against, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” tax consequences to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for receipt or accrual of the indemnity payment or the incurrence or payment of such indemnified amount, as the case may be.

                    (c) Contribution. If for any reason the indemnification provided above in this Section 13.1 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

          Section 13.2 Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor.

                    If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

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ARTICLE XIV.
MISCELLANEOUS

          Section 14.1 Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by each of the Loan Parties and the Co-Agents, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

          (a) before either of the Co-Agents enters into such an amendment or grants such a waiver or consent that is deemed to be material by S&P, Moody’s or, at any time while it is rating either Conduit’s Commercial Paper Notes, Fitch, the Rating Agency Condition (if applicable to such Co-Agent’s Conduit) must be satisfied with respect to each of such Conduits,

          (b) without the prior written consent of all Liquidity Banks in a Co-Agent’s Group, such Co-Agent will not amend, modify or waive any provision of this Agreement which would (i) reduce the amount of any principal or interest that is payable on account of its Conduit’s Loans or delay any scheduled date for payment thereof; (ii) decrease the Required Reserve, decrease the spread included in any Interest Rate or change the Servicer’s Fee; (iii) modify this Section 14.1; or (iv) modify any yield protection or indemnity provision which expressly inures to the benefit of assignees or participants of such Co-Agent’s Conduit,

          (c) without the prior written consent of each Agent affected thereby, no such amendment, waiver or consent shall amend, modify, terminate or waive any provision of Article XI as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent,

          (d) if less than all of the Co-Agents decline to approve a requested amendment and within 90 days after the Borrower’s request for approval of such amendment, and either (i) the Borrower prepays the Obligations of the dissenting Co-Agent’s (or Co-Agents’) Group in full or (ii) finds one or more Eligible Assignees to replace each such Co-Agent’s Group, then the requested amendment shall become effective on the effective date of such prepayment or assignment as to the remaining Lenders (and, if applicable, as to any replacement Lenders), and

          (e) if less than all of the Co-Agents decline to approve a requested waiver and (i) the Borrower either (A) identifies one or more Eligible Assignee(s) to accept immediate written assignments of such Co-Agent’s Group’s Commitment(s) and outstanding Obligations, or (B) immediately pays all Obligations owing to the members of such Co-Agent’s (or Co-Agents’) Group(s) in full, and (ii) the Administrative Agent has not already declared the Termination Date to have occurred, such waiver shall become effective as to the remaining Lenders on the effective date of such assignment or repayment.

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          Section 14.2 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth on Schedule 14.2 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means.

          Section 14.3 No Waiver; Remedies. No failure on the part of the Administrative Agent or any of the other Secured Parties to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each of the Administrative Agent and the Lenders is hereby authorized by the Borrower at any time and from time to time, to the fullest extent permitted by law, to set off and apply to payment of any Obligations that are then due and owing any and all deposits (general or special, time or demand provisional or final) at any time held and other indebtedness at any time owing by such Person to or for the credit or the account of the Borrower.

          Section 14.4 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of each the Loan Parties, the Administrative Agent, the Lenders and their respective successors and assigns, and the provisions of Section 4.2 and Article XIII shall inure to the benefit of the Affected Parties and the Indemnified Parties, respectively, and their respective successors and assigns; provided, however, nothing in the foregoing shall be deemed to authorize any assignment not permitted by Section 12.1. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Payout Date. The rights and remedies with respect to any breach of any representation and warranty made by the Borrower pursuant to Article VI and the indemnification and payment provisions of Article XIII and Sections 4.2, 14.5, 14.6, 14.7, 14.8, 14.14 and 14.16 shall be continuing and shall survive any termination of this Agreement.

          Section 14.5 Costs, Expenses and Stamp Taxes. In addition to their obligations under the other provisions of this Agreement, the Loan Parties jointly and severally agree to pay:

          (a) within 30 days after receipt of a written invoice therefor: all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents or the Liquidity Agreement (subject to the limitations set forth in the Fee Letters), or (ii) the administration of the Transaction Documents prior to an Event of Default including, without limitation, (A) the reasonable fees and expenses of a single law firm acting as counsel to the Administrative Agent and the Lenders incurred in connection with any of the foregoing, and (B) subject to the limitations set forth in the Fee Letters and in Section 7.1(c), the reasonable fees and expenses of independent

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accountants incurred in connection with any review of any Loan Party’s books and records either prior to or after the execution and delivery hereof;

          (b) within 30 days after receipt of a written invoice therefor: all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of counsel and independent accountants) incurred by each of the Lenders, the Administrative Agent and the Liquidity Banks in connection with the negotiation, preparation, execution and delivery of any amendment or consent to, or waiver of, any provision of the Transaction Documents which is requested or proposed by any Loan Party (whether or not consummated), the administration of the Transaction Documents following an Event of Default (or following a waiver of or consent to any Event of Default), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, without limitation, (i) the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing, and (ii) the reasonable fees and expenses of independent accountants incurred in connection with any review of any Loan Party’s books and records or valuation of the Receivables and Related Assets; and

          (c) upon demand: all stamp and other similar or recording taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents (and Loan Parties, jointly and severally agree to indemnify each Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees).

          Section 14.6 No Proceedings. Each of the parties hereto hereby agrees that it will not institute against the Borrower, Gotham or VFCC, or join any Person in instituting against the Borrower, Gotham or VFCC, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) so long as any Obligations (in the case of the Borrower) or any Commercial Paper Notes or other senior Indebtedness issued by Gotham or VFCC, as the case may be, shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Obligations and Commercial Paper Notes or other senior Indebtedness shall have been outstanding. The parties’ obligations under this Section 14.6 shall survive termination of this Agreement.

          Section 14.7 Confidentiality of Borrower Information. Each of the Agents and the Lenders agrees to keep information obtained by it pursuant to the Transaction Documents confidential in accordance with such Agent’s or Lender’s customary practices and in accordance with applicable law and agrees that it will only use such information in connection with the transactions contemplated hereby and not disclose any of such information other than (a) to such Agent’s or Lender’s employees, representatives, directors, attorneys, auditors, agents, professional advisors, trustees or affiliates who are advised of the confidential nature thereof it solely for the purposes of evaluating, administering and enforcing the transactions contemplated by the Transaction Documents and making any necessary business judgments with respect thereto, or to any direct or indirect contractual counterparty in swap agreements or such

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contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provision of this Section 14.7, such Agent or Lender being liable for any breach of confidentiality by any Person described in this clause (a) and with respect to disclosures to an Affiliate to the extent disclosed by such Agent or Lender to such Affiliate), (b) to the extent such information presently is or hereafter becomes available to such Agent or Lender on a non-confidential basis from a Person not an Affiliate of such Agent or Lender not known to such Lender to be violating a confidentiality obligation by such disclosure, (c) to the extent disclosure is required by any Law, subpoena or judicial order or process (provided that notice of such requirement or order shall be promptly furnished to the applicable Loan Party unless such notice is legally prohibited) or requested or required by bank, securities, insurance or investment company regulations or auditors or any administrative body or commission to whose jurisdiction such Agent or Lender may be subject, (d) to any rating agency to the extent required in connection with any rating to be assigned to such Lender, (e) to assignees or participants or prospective assignees or participants who agree to be bound by the provisions of this Section 14.7, (f) to the extent required in connection with any litigation between any Loan Party and any Lender with respect to the Loans or any Transaction Document, (g) to any dealer or placement agent for such party’s Commercial Paper Notes, who (i) in the good faith belief of such party, has a need to know such confidential information, (ii) is informed by such party of the confidential nature of such information and the terms of this Section 14.7 and (iii) has agreed in writing to be bound by the provisions of this Section 14.7, (h) to any Liquidity Bank (whether or not on the date of disclosure, such Liquidity Bank continues to be an Eligible Assignee), or to any other actual or potential permitted assignee or participant permitted under Section 12.1 who has agreed to be bound by the provisions of this Section 14.7, (i) to any rating agency that maintains a rating for such party’s Commercial Paper Notes or is considering the issuance of such a rating, for the purposes of reviewing the credit of any Lender in connection with such rating, (j) to any other party to this Agreement (and any independent attorneys and auditors of such party), for the purposes contemplated hereby, (k) to any entity that provides a surety bond or other credit enhancement to either Conduit solely for the purpose of providing such surety bond or other credit enhancement and not for any other purpose, (l) in connection with the enforcement of this Agreement or any other Transaction Document to the extent required to exercise rights against the Collateral, or (m) with the applicable Loan Party’s prior written consent. In addition, each of the Lenders and the Agents may disclose on a “no name” basis to any actual or potential investor in Commercial Paper Notes information regarding the nature of this Agreement, the basic terms hereof (including without limitation the amount and nature of the Aggregate Commitment and the Advances), the nature, amount and status of the Receivables, and the current and/or historical ratios of losses to liquidations and/or outstandings with respect to the Receivables. This Section 14.7 shall survive termination of this Agreement.

          Section 14.8 Confidentiality of Program Information.

                    (a) Confidential Information. Each party hereto acknowledges that the Conduits and the Agents regard the structure of the transactions contemplated by this Agreement to be proprietary, and each such party agrees that:

                    (i) it will not disclose without the prior consent of each Conduit or each Agent (other than to the directors, employees, auditors, counsel or affiliates (collectively,

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“representatives”) of such party, each of whom shall be informed by such party of the confidential nature of the Program Information (as defined below) and of the terms of this Section 14.8): (A) any information regarding the pricing in, or copies of, the Liquidity Agreements or the Fee Letters, or (B) any information which is furnished by either Conduit or any Agent to such party and which is designated by such Conduit or such Agent to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A) and (B) is collectively referred to as the “Program Information”); provided, however, that such party may disclose any such Program Information (1) as may be required by any municipal, state, federal or other regulatory body having or claiming to have jurisdiction over such party, including, without limitation, the SEC, (2) in order to comply with any law, order, regulation, regulatory request or ruling applicable to such party, (3) subject to subsection (c) below, in the event such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Program Information, or (4) in financial statements as required by GAAP;

                    (ii) it will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by the Transaction Documents and making any necessary business judgments with respect thereto; and

                    (iii) it will, upon demand, return (and cause each of its representatives to return) to the applicable Co-Agent, all documents or other written material received from either Conduit in connection with (a)(i)(B) above and all copies thereof made by such party which contain the Program Information.

                    (b) Availability of Confidential Information. This Section 14.8 shall be inoperative as to such portions of the Program Information which are or become generally available to the public or such party on a nonconfidential basis from a source other than the Administrative Agent or were known to such party on a nonconfidential basis prior to its disclosure by the Administrative Agent.

                    (c) Legal Compulsion to Disclose. In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will provide the Administrative Agent with prompt written notice so that the Administrative Agent may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion. In the event that such protective order or other remedy is not obtained, or the Administrative Agent agrees that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information.

                    (d) Survival. This Section 14.8 shall survive termination of this Agreement.

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          Section 14.9 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Annex, Schedule or Exhibit are to such Section of or Annex, Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

          Section 14.10 Integration. This Agreement and the other Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

          Section 14.11 Governing Law. EACH TRANSACTION DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY INTERESTS OF THE BORROWER OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          Section 14.12 Waiver Of Jury Trial. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL NOT BE TRIED BEFORE A JURY.

          Section 14.13 Consent To Jurisdiction; Waiver Of Immunities. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

          (a) 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 THIS 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.

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          (b) 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 THIS AGREEMENT.

          Section 14.14 Business Associate Agreement; Health Care Data Privacy and Security Requirements.

                    (a) Definitions. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996. The terms “EDI Rule,” “Privacy Regulations” and “Security Regulations” refer to all of the rules and regulations in effect from time to time issued pursuant to HIPAA and applicable to (respectively) the electronic data interchange, privacy and security of Individually Identifiable Health Information (found at Title 45, Code of Federal Regulations (CFR) Parts 160, 162, and 164). “Business Associate” refers to each of the Agents, the Borrower and any successor Servicer to Quest Diagnostics appointed by the Agents pursuant to this Agreement, severally and not jointly. All other terms used, but not otherwise defined in this Section, shall have the same meaning as those terms defined in the Title 45 of the Code of Federal Regulations applicable to HIPAA or any successor statute.

                    (b) Privacy. In accordance with the purposes of this Agreement, Quest Diagnostics will disclose to each Business Associate, and each Business Associate will use, disclose, and/or create Protected Health Information (hereinafter called “PHI”)only on behalf of Quest Diagnostics for the specific purposes set forth in this Agreement. Each Business Associate agrees not to use or further disclose any PHI or Individually Identifiable Health Information received from Quest Diagnostics or created by any Business Associate other than as permitted by this Agreement or as required by applicable law or regulations, including the Privacy Regulations and the Security Regulations. Each Business Associate will only use or disclose the Minimum Necessary PHI to accomplish the intended purpose of its uses or disclosures. Each Business Associate will implement appropriate safeguards to prevent the use or disclosure of an Individual’s PHI other than as provided for by this Agreement or in accordance with law and shall document its safeguards. Each Business Associate will provide access to an Individual’s PHI upon the reasonable request of Quest Diagnostics, will make any amendments to an Individual’s PHI as directed by Quest Diagnostics, and will maintain a record of disclosures of PHI as required for Quest Diagnostics to make an accounting to the Individual as required by the Privacy Regulations. Each Business Associate will promptly report to Quest Diagnostics any use or disclosure of an Individual’s PHI not provided for by this Agreement or any security incident (as that term is defined in the Security Regulations) of which such Business Associate becomes aware. In the event any Business Associate contracts with any sub-contractors or agents and provides them with an Individual’s PHI, such Business Associate shall include provisions in its agreements whereby the sub-contractor or agent agrees to the same privacy and security requirements and restrictions and conditions that apply to such Business Associate with respect to the Individual’s PHI. Each Business Associate will, upon reasonable notice, make its internal practices, books, and records relating to the use and disclosure of an Individual’s PHI available to the Secretary of Health and Human Services and to Quest

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Diagnostics to the extent required for determining compliance with this Section, the Privacy Regulations, and the Security Regulations. Notwithstanding the foregoing, no legal privilege shall be deemed waived by any Business Associate or Quest Diagnostics by virtue of this clause (b) of this Section. Quest Diagnostics may terminate this Agreement without penalty or recourse if it determines that any Business Associate has violated a material term of this Section or applicable law that is not cured within thirty (30) calendar days after delivery of the notice of violation to all of the Business Associates or, in lieu of termination, Quest Diagnostics, in its sole discretion, may report the breach to the Secretary. Upon termination of this Agreement for any reason, each Business Associate and its sub-contractors or agents agree to return or to destroy all PHI and retain no copies (and to certify to such actions) unless otherwise agreed by Quest Diagnostics or such return or disclosure is not reasonably feasible (in which case, at no additional cost to Quest Diagnostics, each Business Associate will extend the protections of this Section to the PHI that such Business Associate maintains and limit any further uses and disclosures of the PHI to the purposes that make the return or destruction of the PHI not feasible).

                    (c) Security. Each Business Associate shall adopt, implement and maintain throughout the term of this Agreement security policies, procedures, and practices, administrative, physical and technical safeguards, and security mechanisms that reasonably and adequately protect the confidentiality, integrity, and availability of the PHI that it creates, receives, maintains, or transmits on behalf of Quest Diagnostics (“Business Associate Safeguards”), and each Business Associate shall require its sub-contractors or agents to adopt Business Associate Safeguards that are equally appropriate and adequate. Quest Diagnostics may terminate this Agreement at any time, without penalty, if it determines, in its sole discretion, that the Business Associate Safeguards are unsatisfactory.

                    (d) EDI. If Business Associate conducts all or any portion of its business or pays any claim in a transaction covered by the Electronic Data Interchange (“EDI”) Rule on behalf of Quest Diagnostics, then Business Associate covenants and warrants that it shall and shall require its agents and/or subcontractors to comply with the requirements of the EDI Rule that are applicable to Quest Diagnostics.

                    (e) Benefit. This Section is not intended to create any right in or obligations to any Person that is not a party to this Agreement, including Individuals.

                    (f) Mitigation. In addition to any rights of indemnification contained in this Agreement, each Business Associate will take commercially reasonable steps to mitigate any harm caused by its breach of this Section and/or reimburse Quest Diagnostics for the cost of commercially reasonable mitigation based upon, arising out of or attributable to the acts or omissions of such Business Associate, its employees, officers, directors, agents, or sub-contractors for uses or disclosures in violation of this Section.

                    (g) Amendment. Each of the Business Associates and Quest Diagnostics agree to amend this Section in such manner as is reasonably necessary to comply with any amendment of (i) HIPAA or other applicable law, (ii) the Privacy Regulations, the Security Regulations, or other applicable regulations, or (iii) any applicable court decision or binding governmental policy. If the parties are unable to agree on an amendment within 30 days of notice from Quest

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Diagnostics to each Business Associate of the requirement to amend this Section, Quest Diagnostics may, at its option, terminate this Agreement upon written notice to the Business Associates.

                    (h) Survival. This Section and the confidentiality, privacy, security, and other requirements established herein shall survive termination of this Agreement.

                    (i) Interpretation. Any ambiguity in this Section shall be resolved in favor of a meaning that permits Quest Diagnostics to comply with the Privacy Regulations, the Security Regulations and the EDI Rule.

                    (j) Several Liability of Business Associates. No Business Associate shall have any liability to Quest Diagnostics or any third party of any kind or nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, arising from the failure of any other Business Associate to fulfill its obligations under this Section.

          Section 14.15 Execution in Counterparts. This Agreement 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 Agreement.

          Section 14.16 No Recourse Against Other Parties. The several obligations of the Lenders under this Agreement are solely the corporate obligations of such Lender. No recourse shall be had for the payment of any amount owing by such Lender under this Agreement or for the payment by such Lender of any fee in respect hereof or any other obligation or claim of or against such Lender arising out of or based upon this Agreement, against any employee, officer, director, incorporator or stockholder of such Lender. Each of the Borrower, the Servicer and the Administrative Agent agrees that each of the Conduits shall be liable for any claims that such party may have against such Conduit only to the extent that such Conduit has excess funds and to the extent such assets are insufficient to satisfy the obligations of such Conduit hereunder, such Conduit shall have no liability with respect to any amount of such obligations remaining unpaid and such unpaid amount shall not constitute a claim against such Conduit. Any and all claims against either of the Conduits or any of the Agents shall be subordinate to the claims against such Persons of the holders of such Conduit’s Commercial Paper Notes and its Liquidity Banks.

<Signature pages follow>

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

BORROWER:
	QUEST DIAGNOSTICS RECEIVABLES INC.
	By:
	Name: Robert F. O’Keef
	Title:   Vice President & Treasurer
SERVICER:
	QUEST DIAGNOSTICS INCORPORATED
	By:
	Name: Robert F. O’Keef
	Title:   Vice President & Treasurer

[Signature Page to Fourth Amended and Restated Credit and Security Agreement]

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AGENTS:
	WACHOVIA BANK, NATIONAL ASSOCIATION, as VFCC Agent
	By:
		Name:   Elizabeth R. Wagner
		Title:       Managing Director
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Gotham Agent
	By:
		Name:      Aditya Reddy
		Title:     VP and Manager
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent
	By:
		Name:      Aditya Reddy
		Title:     VP and Manager
LENDERS:
	VARIABLE FUNDING CAPITAL COMPANY LLC
	BY:	WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT
	By:
		Name:   Douglas R. Wilson, Sr.
		Title:               Director
	Initial Commitment: not applicable

[Signature Page to Fourth Amended and Restated Credit and Security Agreement]

60

WACHOVIA BANK, NATIONAL ASSOCIATION
By:
	Name:   Elizabeth R. Wagner
	Title:       Managing Director
Initial Commitment: $125,000,000

[Signature Page to Fourth Amended and Restated Credit and Security Agreement]

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GOTHAM FUNDING CORPORATION
By:
	Name:    R. Douglas Donaldson
	Title:                Treasurer
	Initial Commitment: not applicable

[Signature Page to Fourth Amended and Restated Credit and Security Agreement]

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank
By:
	Name:               J. Carlos
	Title:      Authorized Signatory
	Initial Commitment: $275,000,000

[Signature Page to Fourth Amended and Restated Credit and Security Agreement]

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ANNEX A
DEFINITIONS

                    A. Certain Defined Terms. As used in this Agreement:

                    “Account” shall have the meaning specified in Article 9 of the UCC.

                    “Accrual Period” means each calendar month, provided that the initial Accrual Period hereunder means the period from (and including) the date of the initial Loan hereunder to (and including) the last day of the calendar month thereafter.

                    “Ad Hoc Reserve” means 0% or such higher percentage as the Servicer and the Agents may agree upon in writing from time to time.

                    “Administrative Agent” has the meaning provided in the preamble of this Agreement.

                    “Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 months then most recently ended.

                    “Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made on the same Borrowing Date.

                    “Affected Party” means each of the Conduits, the Liquidity Banks and the Agents.

                    “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise.

                    “Affiliated Obligor” in relation to any Obligor means an Obligor that is an Affiliate of such Obligor.

                    “Agents” means the Administrative Agent and the Co-Agents.

                    “Aggregate Commitment” means the aggregate of the Commitments of the Liquidity Banks, as reduced or increased from time to time pursuant to the terms hereof.

                    “Agreement” means this Fourth Amended and Restated Credit and Security Agreement, as it may be amended or modified and in effect from time to time.

                    “Allocation Limit” means the sum of the VFCC Allocation Limit and the Gotham Allocation Limit.

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                    “Alternate Base Rate” means for any day, the rate per annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change.

                    “Alternate Base Rate Loan” means a Loan which bears interest at the Alternate Base Rate or the Default Rate.

                    “Applicable Percentage” means (a) if a Conduit puts a Loan to its Liquidity Banks solely due to a problem issuing Commercial Paper and not because of performance issues with the Collateral, credit issues with the Loan Parties or the existence of an Event of Default or Unmatured Default, the percentage representing the “margin” or “spread” for Eurodollar or LIBOR loans specified in the Credit Agreement minus 10 basis points, and (b) at all other times, the percentage representing the “margin” or “spread” for Eurodollar or LIBOR loans specified in the Credit Agreement.

                    “Approved Amendment” means any of the following amendments and waivers, to the Credit Agreement, howsoever evidenced:

          (a) until such time (if any) that Quest Diagnostics’ long-term senior unsecured debt rating from Moody’s is raised above Ba1, and for so long as Quest Diagnostics’ long-term senior unsecured debt ratings remain at BBB- or higher from S&P and at (but not below) Ba1 from Moody’s, any amendment to or waiver of the Credit Agreement to which the requisite banks under the Credit Agreement consent,

          (b) after the time (if any) that Quest Diagnostics’ long-term senior unsecured debt rating from Moody’s is raised to Baa3 or higher, and for so long as Quest Diagnostics’ long-term senior unsecured debt ratings remain at BBB- or higher from S&P and at Baa3 or higher from Moody’s, any amendment to or waiver of the Credit Agreement to which the requisite banks under the Credit Agreement consent, and

          (c) at any time while Quest Diagnostics’ long-term senior unsecured debt rating from either S&P or Moody’s fails to meet the applicable minimum level set forth in (a) or (b) above or any such minimum rating is classified as being on “negative watch” or the equivalent, any amendment to or waiver of the Credit Agreement approved by the requisite banks under the Credit Agreement and to which either (x) each of the Co-Agents (acting in its capacity as such under this Agreement) gives its written consent on or within 30 days after receipt of a copy of the proposed amendment or waiver, or (y) one or two of the Co-Agents but not all of the Co-Agents gives its written consent on or within 30 days after receipt of a copy of the proposed amendment (but not waiver) and the Obligations owing each dissenting Co-Agent’s Group are paid in full on or within 60 days after such 30^th day.

                    “Article” means an article of this Agreement unless another document is specifically referenced.

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                    “Authorized Officer” means with respect to either Loan Party, any of the following, acting singly: its chief executive officer, its president, its vice president-finance, its treasurer or its secretary.

                    “Borrower” has the meaning provided in the preamble of this Agreement.

                    “Borrowing Base” means, on any date of determination, the Net Pool Balance as of the last day of the period covered by the most recent Monthly Report, minus the Required Reserve as of the last day of the period covered by the most recent Monthly Report.

                    “Borrowing Date” means a date on which an Advance is made hereunder.

                    “Borrowing Request” is defined in Section 2.1.

                   “Broken Funding Costs” means, for any CP Rate Loan which: (a) has its principal reduced without compliance by the Borrower with the notice requirements hereunder or (b) is not prepaid in the amount specified in a Prepayment Notice on the date specified therein or (c) is assigned or otherwise transferred by the applicable Conduit to its respective Liquidity Banks under its respective Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end or (d) in the case of Gotham while it is not a Pool Funded Conduit, is prepaid in an aggregate principal amount in excess of the aggregate Face Value of Gotham’s Commercial Paper Notes issued to fund its CP Rate Loan which matures on the date of prepayment, an amount equal to:

(i) in the case of any Pool Funded Conduit, the excess, if any, of (A) the CP Costs that would have accrued during the remainder of the applicable commercial paper tranche periods determined by the applicable Co-Agent to relate to such Loan subsequent to the date of such reduction, assignment or termination (or in respect of clause (b) above, the date such prepayment was designated to occur pursuant to the applicable Prepayment Notice) of the principal of such CP Rate Loan if such reduction, assignment or termination had not occurred or such Prepayment Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such principal is allocated to another CP Rate Loan, the amount of CP Costs actually accrued during the remainder of such period on such principal for the new Loan, and (y) to the extent such principal is not allocated to another CP Rate Loan, the income, if any, actually received during the remainder of such period by the holder of such Loan from investing the portion of such principal not so allocated; and

(ii) in the case of Gotham when it is not acting as a Pool Funded Conduit, the excess, if any, of (A) the Interest at the CP Rate that would have accrued during the remainder of the applicable CP Tranche Periods as determined by the Gotham Agent to relate to such CP Rate Loan subsequent to the date of such reduction, assignment or termination (or in respect of clause (b) above, the date such prepayment was designated to occur pursuant to the applicable Prepayment Notice) of the principal of such CP Rate Loan if such reduction, assignment or termination had not occurred or such Prepayment Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such principal is allocated to another CP Rate Loan, the amount of Interest at the CP Rate actually

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accrued during the remainder of such period on such principal for the new Loan, and (y) to the extent such principal is not allocated to another CP Rate Loan, the income, if any, actually received during the remainder of such period by the holder of such Loan from investing the portion of such principal not so allocated.

                    “BTMU” has the meaning provided in the preamble of this Agreement.

                    “BTMU Roles” has the meaning set forth in Section 11.10(b).

                    “Business Associate” has the meaning set forth in Section 14.14.

                    “Business Associate Safeguards” has the meaning set forth in Section 14.14.

                    “Business Day” means any day on which banks are not authorized or required to close in New York, New York, Atlanta, Georgia, Chicago, Illinois or Teterboro, New Jersey, and The Depository Trust Company of New York is open for business, and if the applicable Business Day relates to any computation or payment to be made with respect to the Eurodollar Rate (Reserve Adjusted), any day on which dealings in dollar deposits are carried on in the London interbank market.

                    “Cash Collateral Payment” means, on any date of determination, the dollar amount resulting from the product of (i) the arithmetic average of the dollar amount of cash collections from the 4 immediately preceding Report Weeks and (ii) the result of dividing (a) the then aggregate outstanding principal balance of the Advances by (b) the aggregate Unpaid Net Balance of all Receivables, as reflected on the most recent prior Monthly Report.

                    “Change in Control” means:

          (a) the failure of Quest Diagnostics to own (directly or through one or more wholly-owned Subsidiaries of Quest Diagnostics) 100% of the issued and outstanding Equity Interests (including all Equity Rights) of the Borrower;

          (b) the failure of Quest Diagnostics to own (directly or through one or more wholly-owned Subsidiaries of Quest Diagnostics) 100%, on a fully-diluted basis, of the issued and outstanding Equity Interests (including all Equity Rights) of each of the other Originators; provided, however, that no Change in Control shall be deemed to have occurred under this clause (b) if, in any calendar year, Quest Diagnostics ceases to beneficially own (directly or through one or more wholly-owned Subsidiaries of Quest Diagnostics) 100%, on a fully diluted basis, of the issued and outstanding Equity Interests (including all Equity Rights) of any Originator or Originators whose Net Receivables as of the last day of the prior calendar year did not represent more than 10% of the Net Receivables of all Originators as of the last day of such prior calendar year; or

          (c) (i) any Person or any group shall (A) beneficially own (directly or indirectly) in the aggregate Equity Interests of Quest Diagnostics having 35% or more of the aggregate voting power of all Equity Interests of Quest Diagnostics at the time outstanding or (B) have the right or power to appoint a majority of the board of directors of Quest Diagnostics; or (ii) during any period of two consecutive years, individuals who

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at the beginning of such period constituted the board of directors of Quest Diagnostics (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of Quest Diagnostics was approved by a vote of a majority of the directors of Quest Diagnostics then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the board of directors of Quest Diagnostics then in office.

For purposes of this definition, the terms “beneficially own” and “group” shall have the respective meanings ascribed to them pursuant to Section 13(d) of the Exchange Act, except that a Person or group shall be deemed to “beneficially own” all securities that such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

                    “Client-Billed Receivable” means a Receivable booked in the “client-billed receivables” category of accounts receivable in the billing and accounting process of the applicable Originator owing from a physician, hospital or other institutional Obligor (including a Governmental Authority or affiliated Obligor) which is billed monthly in arrears for the services provided with pricing typically based on a negotiated fee schedule. For the avoidance of doubt, no Client-Billed Receivable would be (a) a “Government Receivable” of the type described in clause (i), (ii) or (iii) of the definition of such term, or (b) owing from another payor type such as an individual “self-pay” patient or an insurance company or managed care plan.

                    “Client-Billed Receivables for the Reserve Computation” means, at any time, an amount determined by multiplying the Client-Billed Receivables Percentage by Net Receivables.

                    “Client-Billed Receivables Percentage” means, at any time, the percentage equal to (a) the Unpaid Net Balance of all Client-Billed Receivables, divided by (b) the reported Unpaid Net Balance of all Receivables, in each of the foregoing cases, determined as of the last day of the calendar month then most recently ended.

                    “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.

                     “Co-Agents” has the meaning provided in the preamble of this Agreement.

                    “Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time.

                    “Collateral” has the meaning set forth in Section 9.1.

                    “Collateral Account” has the meaning set forth in Section 7.1(i)(iv).

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                    “Collection Account” means each concentration account, depositary account, lockbox account or similar account into which proceeds of Receivables are deposited.

                    “Collection Account Agreement” means an agreement in form reasonably acceptable to the Administrative Agent and the Borrower by and among a Collection Bank at which a Lockbox or Collection Account is maintained, the applicable Originator (if such Lockbox or Collection Account is in the name of an Originator), the Borrower and the Administrative Agent (either directly or as assignee of the Borrower).

                    “Collection Bank” means any of the banks holding one or more Collection Accounts or Lockboxes.

                    “Collections” means, (a) with respect to any Receivable, all funds which either (i) are received from or on behalf of the related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Receivable, or applied to such amounts owed by such Obligor (including, without limitation, payments that the Borrower, any Originator or the Servicer receives from third party payors and applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon), or (ii) are Deemed Collections, and (b) with respect to any Demand Advance, any payment of principal or interest in respect thereof and any Permitted Investments and the proceeds thereof made with any such payment.

                    “Collections Ratio” means Collections divided by the reported Unpaid Net Balance of all Receivables determined as of the last day of the calendar month then most recently ended.

                    “Commercial Paper Notes” means the commercial paper promissory notes, if any, issued by or on behalf of either of the Conduits to fund, in whole or in part, any of its CP Rate Loans.

                    “Commitment” means, for each Liquidity Bank, its obligation to make Loans not exceeding the amount set forth opposite its signature to the Agreement, as such amount may be modified from time to time pursuant to the terms hereof.

                    “Commitment Percentage” means, for each Group on any date of determination, the ratio which the sum the Commitments of the Liquidity Banks in such Group bears to the Aggregate Commitment.

                    “Commitment Reduction Notice” has the meaning set forth in Section 1.6.

                    “Conduits” means, collectively, VFCC and Gotham.

                    “Constituent” means (a) as to the Gotham Agent, any member of the Gotham Group from time to time party hereto, and (b) as to the VFCC Agent, any member of the VFCC Group from time to time party hereto, and when used as an adjective, “Constituent” shall have a correlative meaning.

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                    “Contract” means, with respect to any Receivable, any requisition, purchase order, agreement, contract or other writing with respect to the provision of services by an Originator to an Obligor other than (i) an Invoice, and (ii) any confidential patient information including, without limitation, test results.

                    “Contractual Disallowance” means an amount which represents the amount by which a Receivable is, consistent with usage and practices in the applicable Originator’s industry, expected to be reduced prior to payment by the Obligor thereon.

                    “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of or other instrument, document or agreement to which such Person is a party or by which it or any of its property is bound.

                    “CP Costs” means, for each day for VFCC, the sum of (i) discount or interest accrued on such Conduit’s Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of its placement agents and its commercial paper dealers, and issuing and paying agent fees incurred, in respect of such Conduit’s Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by such Conduit’s Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received by or on behalf of such Conduit on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with such Conduit’s Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of such Conduit’s Broken Funding Costs related to the prepayment of any investment of VFCC pursuant to the terms of any receivable purchase or financing facilities funded substantially with its Pooled Commercial Paper. In addition to the foregoing costs, if the Borrower (or the Servicer, on the Borrower’s behalf) shall request any Advance during any period of time determined by the VFCC Agent in its sole discretion to result in incrementally higher CP Costs applicable to VFCC’s Loan included in such Advance, the principal associated with any such Loan of VFCC shall, during such period, be deemed to be funded by VFCC in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal.

          “CP Rate” means:

          (a) with respect to each of the Pool Funded Conduits for any CP Tranche Period, the per annum interest rate that, when applied to the outstanding principal balance of such Pool Funded Conduits’ CP Rate Loans for the actual number of days elapsed in such CP Tranche Period, would result in an amount of accrued interest equivalent to such Pool Funded Conduits’ CP Costs for such CP Tranche Period; and

          (b) with respect to Gotham, unless it has notified the Loan Parties that it will be pool funding its Loans, for any CP Tranche Period and with respect to any Loan (or portion thereof) funded by Commercial Paper Notes issued by Gotham, a rate per annum calculated by the Gotham Agent to reflect Gotham’s cost of funding such Loan (or

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portion thereof), taking into account the weighted daily average interest rate payable in respect of such Commercial Paper Notes during such CP Tranche Period (determined in the case of discount commercial paper by converting the discount to an interest-bearing equivalent rate per annum), applicable placement fees and commissions, and such other costs and expenses as the Gotham Agent in good faith deems appropriate. Such Commercial Paper Notes may be issued in such maturities as the Gotham Agent may choose in accordance with Article II hereof. Gotham’s CP Rate shall be determined by the Gotham Agent, in its sole discretion.

          “CP Rate Loan” means a Loan made by either of the Conduits which bears interest at a CP Rate.

          “CP Tranche Period” means:

          (a) with respect to the Pool Funded Conduits, an Accrual Period, and

          (b) with respect to Gotham, a period selected by the Gotham Agent pursuant to Section 2.2; provided, however, that if any such CP Tranche Period would end on a day which is not a Business Day, such CP Tranche Period shall end on the preceding Business Day.

                    “Credit Agreement” means that certain Credit Agreement dated as of May 31, 2007 among Quest Diagnostics, as borrower, certain of its Subsidiaries, as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and issuing lender, as modified from time to time by one or more Approved Amendments.

                    “Credit and Collection Policy” means those credit and collection policies and practices of the Originators relating to Contracts and Receivables, copies or summaries of which are attached as Exhibit C to the Sale Agreement, as the same may be modified from time to time without violating Section 7.3(c) of this Agreement.

                    “Cut-Off Date” means the last day of each calendar month.

                    “Days Sales Outstanding” means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the reported aggregate Unpaid Net Balance of Receivables as of the most recent Cut-Off Date, by (ii) the aggregate Net Revenues generated by the Originators during the three calendar months including and immediately preceding such Cut-Off Date.

                    “Deemed Collections” means Collections deemed received by the Borrower under Section 3.4.

                    “Default Rate” means a rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) 2.00%, changing when and as the Alternate Base Rate changes.

                    “Default Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate amount of Net Revenues generated by the

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Originators during the five months ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

                    “Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (i) the total amount of Receivables that became Defaulted Receivables (151-180 days past invoice) during the month that includes such Cut-Off Date, by (ii) the aggregate amount of Net Revenues generated by the Originators during the month occurring five months prior to the month ending on such Cut-Off Date.

                    “Default Trigger Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (i)(a) the total amount of receivables 151-180 days past invoice, (b) as to which the obligor thereof has suffered an event of bankruptcy or (c) which, consistent with the Originators’ billing systems’ procedures, should be written off as uncollectible, by (ii) the aggregate amount of Net Revenues generated by the Originators during the month occurring five months prior to the month ending on such Cut-Off Date.

                    “Defaulted Receivable” means a Receivable: (i) as to which the obligor thereof has suffered an event of bankruptcy; (ii) which, consistent with the Originators’ billing systems’ procedures, should be written off as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 151 days or more from the original invoice date for such payment.

                    “Delinquency Ratio” means, at any time, a percentage equal to (i) Delinquent Receivables at such time divided by (ii) the reported aggregate Unpaid Net Balance of Receivables at such time.

                    “Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 121-150 days from the original invoice date for such payment.

                    “Demand Advance” means an advance made by the Borrower to Quest Diagnostics on any day prior to the Termination Date which is not a Settlement Date on which no Event of Default or Unmatured Default exists and is continuing, which advance (a) is payable upon demand, (b) is not evidenced by an instrument, chattel paper or a certificated security, (c) bears interest at a market rate determined by the Borrower and the Servicer from time to time, (d) is not subordinated to any other Indebtedness or obligation of Quest Diagnostics, and (e) may not be offset by Quest Diagnostics against amounts due and owing from the Borrower to Quest Diagnostics under its Subordinated Note.

                    “Dilution” means, total Net Revenues multiplied by the three month average calculated quarterly of (i) (a) for Originators on the QBS an amount equal to the dollar amount of adjustments measured by QBS adjustment codes 66, 70, 71, 72, 74, 75, 76, 83, 85 for client and patient Receivables, plus (b) an amount equal to 0.30 times the dollar amount of adjustments measured by the QBS adjustment codes 66, 70, 71, 72, 74, 75, 76, 83, 85 for third party Receivables, plus (c) 0.70 multiplied by the dollar amount of adjustments measured by QBS adjustment code 68 for client and patient Receivables, excluding transfers between client and patient billing categories, divided by (ii) the Net Revenues generated by Originators on QBS.

                    “Dilution Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), computed by dividing (i) the aggregate Net Revenues generated by the Originators

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during the one month ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

                    “Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in outstanding principal balances due to Dilution during the month ending on such Cut-Off Date, by (ii) the aggregate Net Revenues generated by the Originators ending on such Cut-Off Date one month prior.

                    “Dilution Reserve” means, for any month, the product (expressed as a percentage) of: (a) the sum of (i) 1.5 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times (b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

                    “Dilution Volatility Component” means the product (expressed as a percentage) of (i) the difference between (a) the highest three (3)-month rolling average Dilution Ratio over the past 12 months and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

                    “Disallowed Receivable” means a Receivable for which payment is not expected to be received by the applicable Originator.

                    “Dollars” means dollars in lawful money of the United States of America.

                    “Downgraded Liquidity Bank” means a VFCC Liquidity Bank which becomes the subject of a Downgrading Event.

                    “Downgrading Event” with respect to any Person means the lowering of the rating with regard to the short-term securities of such Person to below (i) A-1 by S&P, (ii) P-1 by Moody’s, or (if applicable) (iii) F1 by Fitch.

                    “Eligible Assignee” means (a) any “bankruptcy remote” special purpose entity which is administered by Wachovia or BTMU (or any Affiliate of Wachovia or BTMU) or any Qualifying Liquidity Bank (or any Affiliate of a Qualifying Liquidity Bank) that is in the business of acquiring or financing receivables, securities and/or other financial assets and which issues commercial paper notes that are rated at least A-1 by S&P, P-1 by Moody’s and, if applicable, F1 by Fitch, (b) any Qualifying Liquidity Bank, or (c) in the case of VFCC, any Downgraded Liquidity Bank whose liquidity commitment has been fully drawn by the VFCC Agent and funded into a collateral account.

                    “Eligible Originator” means any of (a) Quest Diagnostics, (b) Quest Diagnostics Incorporated a Michigan corporation, Quest Diagnostics Incorporated, a Maryland corporation, Quest Diagnostics Incorporated, a California corporation, Quest Diagnostics LLC, a Connecticut limited liability company, Quest Diagnostics LLC, a Massachusetts limited liability company, Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, MetWest Inc., a Delaware corporation, Quest Diagnostic Clinical Laboratories Inc., a Delaware corporation, Quest Diagnostics LLC, an Illinois limited liability company, Unilab Corporation, a Delaware

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corporation, Quest Diagnostics Nichols Institute, Inc., a Virginia corporation formerly known as Medical Laboratories Corporation, Inc., Quest Diagnostics Incorporated, a Nevada corporation formerly known as APL Healthcare Group, Inc., and (c) each of the other direct or indirect, wholly-owned Subsidiaries of Quest Diagnostics who (with the consent of the Co-Agents if such Subsidiary constitutes a Material Proposed Addition) becomes a “seller” party to the Sale Agreement by executing a Joinder Agreement and complying with the conditions set forth in Article V of the Sale Agreement.

          “Eligible Receivable” means, at any time:

          (a) a Receivable which arises out of the provision or sale of Clinical Laboratory Services by an Eligible Originator in the ordinary course of its business that has been sold or contributed by such Originator to the Borrower pursuant to the Sale Agreement in a “true sale” or “true contribution” transaction;

          (b) a Receivable as to which the perfection of the Administrative Agent’s security interest, on behalf of the Secured Parties, is governed by the laws of a jurisdiction where the Uniform Commercial Code-Secured Transactions is in force, and which constitutes an “account” or a “payment intangible” (each as defined in the Uniform Commercial Code as in effect in any relevant jurisdiction);

          (c) a Receivable the Obligor of which is resident of the United States or any of its possessions or territories, and is not an Affiliate of any Loan Party or Originator;

          (d) a Receivable which is not a Disallowed Receivable at such time;

          (e) the portion of a Receivable which is not an Ineligible Defaulted Receivable at such time;

          (f) a Receivable with regard to which the representations and warranties of the Borrower in Sections 6.1(j), (l) and (p) are true and correct;

          (g) a Receivable with regard to which the granting of a security interest therein does not contravene or conflict with any law;

          (h) a Receivable which is denominated and payable only in Dollars in the United States;

          (i) a Receivable which constitutes the legal, valid and binding obligation of the Obligor of such Receivable enforceable against such Obligor in accordance with its terms and is not subject to any actual or reasonably expected dispute, offset (except as provided below), counterclaim or defense whatsoever; provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Unpaid Net Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Unpaid Net Balance which is not so affected;

          (j) a Receivable which, together with any Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto

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(including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract related thereto is in violation of any such law, rule or regulation in any material respect if such violation would impair the collectibility of such Receivable;

           (k) a Receivable which satisfies in all material respects all applicable requirements of the applicable Eligible Originator’s Credit and Collection Policy;

          (l) a Receivable which is due and payable within 60 days from the invoice date of such Receivable;

          (m) [intentionally omitted];

          (n) a Receivable the original term of which has not been extended (except as permitted in Section 8.2(c));

          (o) a Receivable which has not been identified, either specifically or as a member of a class, in a notice by any of the Agents, in the exercise of its commercially reasonable credit judgment, as a Receivable that is not acceptable, including, without limitation, because such Receivables arises under an unreasonable Contract that is not acceptable to such Agent; and

          (p) if the applicable Eligible Originator acquired such Receivable through a Material Acquisition as to which the Administrative Agent is permitted to and has, in fact, conducted, a Review in accordance with Section 7.1(c), the Administrative Agent has notified the Borrower in writing that (i) such Receivable is (and other similarly-acquired Receivables are) acceptable to the Agents based on the satisfactory outcome of such Review, and (ii) each Conduit’s Rating Agency Condition has been satisfied.

                     “Employee Benefit Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) that is maintained or contributed to by any ERISA Entity or with respect to which Quest Diagnostics or a Subsidiary could incur liability.

                    “Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement.

                    “Equity Rights” means, with respect to any Person, any outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of Equity Interests of any class, or partnership or other ownership interests of any type in, such Person.

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                     “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

                     “ERISA Entity” means any member of an ERISA Group.

                     “ERISA Event” means (a) any Reportable Event with respect to a Pension Plan; (b) with respect to any Pension Plan of a failure to meet the applicable minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 303(j) of ERISA with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any ERISA Entity of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (e) the receipt by any ERISA Entity from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan, or the occurrence of any event or condition which could constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any ERISA Entity of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by an ERISA Entity of any notice, or the receipt by any Multiemployer Plan from any ERISA Entity of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the making of any amendment to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan Party.

                    “ERISA Group” means any Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with such Loan Party, are treated as a single employer under Section 414 of the Code.

                    “Eurodollar Loan” means a Loan which bears interest at the applicable Eurodollar Rate.

                    “Eurodollar Rate” means, for any Interest Period, the rate per annum determined on the basis of the offered rate for deposits in Dollars of amounts equal or comparable to the principal amount of the related Liquidity Funding offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “US001M <Index> Q <Go>“ effective as of 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, the Eurodollar Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York City, selected by the Co-Agents, at approximately 10:00 a.m., New York City time, two Business Days prior to the first day of such Interest Period, for deposits in Dollars offered by

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leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such Liquidity Funding.

                    “Eurodollar Rate (Reserve Adjusted)” applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable Eurodollar Rate for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage.

                    “Eurodollar Reserve Percentage” means, with respect to any Interest Period, the maximum reserve percentage, if any, applicable to a Liquidity Bank under Regulation D during such Interest Period (or if more than one percentage shall be applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be applicable) for determining such Liquidity Bank’s reserve requirement (including any marginal, supplemental or emergency reserves) with respect to liabilities or assets having a term comparable to such Interest Period consisting or included in the computation of “Eurocurrency Liabilities” pursuant to Regulation D. Without limiting the effect of the foregoing, the Eurodollar Reserve Percentage shall reflect any other reserves required to be maintained by such Liquidity Bank by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by reference to which the “London Interbank Offered Rate” or “LIBOR” is to be determined or (b) any category of extensions of credit or other assets which include LIBOR-based credits or assets.

                    “Event of Default” means an event described in Section 10.1.

                    “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:

          (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

          (b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for, such Person or for all or substantially all of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to, pay its debts generally as they become due,

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or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

                    “Excess Concentration Amount” means, as of any date, the sum of the amounts by which the aggregate Unpaid Net Balance of Receivables of each Obligor exceeds the Obligor Concentration Limit for such Obligor.

                    “Excess Rollforward Difference” means, at any time, an amount equal the Rollforward Difference greater than 3% of the reported aggregate Unpaid Net Balance of all Receivables.

                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                    “Excluded JV Receivable” means any account receivable (and proceeds thereof) that Quest Diagnostics of Pennsylvania Inc. (“Quest Pennsylvania”) bills in its own name and collects through its own accounts arising from services for which revenues belong to Quest Diagnostics Venture LLC under that certain Sharing and General Allocation Agreement dated as of November 1, 1998 by and among Quest Diagnostics Venture LLC, a Pennsylvania limited liability company, Quest Pennsylvania and UPMC Health System Diversified Services, Inc., as amended or modified from time to time.

                    “Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

                    “Existing Agreement” has the meaning set forth in the preamble to this Agreement.

                    “Face Value” means, when used with reference to any Commercial Paper Notes issued by Gotham that are not Pooled Commercial Paper, the face amount stated therein in the case of any Commercial Paper Note issued on a discount basis, and the principal amount stated therein plus the amount of all interest accruing on such Commercial Paper Note from the date of its issue to its stated maturity date in the case of any Commercial Paper Note issued on an interest-bearing basis.

                    “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the applicable Co-Agent on such day on such transactions, as reasonably determined by such Co-Agent.

                    “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any successor thereto or to the functions thereof.

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                    “Fee Letters” means, collectively, the Gotham Fee Letter and the VFCC Fee Letter.

                    “Final Payout Date” means the date on or following the Termination Date on which the Obligations have been paid in full.

                    “Fitch” means Fitch, Inc.

                    “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, Quest Diagnostics or any of its Subsidiaries with respect to employees employed outside the United States.

                    “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, which are applicable to the circumstances as of the date of determination.

                    “General Intangible” shall have the meaning specified in Article 9 of the UCC.

                    “Gotham” has the meaning provided in the preamble of this Agreement.

                    “Gotham Agent” has the meaning provided in the preamble of this Agreement.

                    “Gotham Allocation Limit” has the meaning set forth in Section 1.1(b).

                    “Gotham Fee Letter” means that certain Gotham Fee Letter dated as of June 11, 2008 by and among Quest Diagnostics, the Borrower, Gotham and BTMU, as Gotham Agent and as Administrative Agent, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

                    “Gotham Group” has the meaning provided in the preamble of this Agreement.

                    “Gotham Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any of the Gotham Liquidity Banks provides liquidity to Gotham and any related asset purchase agreement, as each may be amended, restated, supplemented, replaced or otherwise modified from time to time.

                    “Gotham Liquidity Bank” means any Liquidity Bank that now or hereafter enters into this Agreement and the Gotham Liquidity Agreement.

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          “Government Receivable” means:

          (i) any Receivable with respect to which the United States (or an agency or intermediary thereof) is obligated to pay, pursuant to federal Medicare statutes and regulations, for services rendered to eligible beneficiaries thereunder,

          (ii) any Receivable arising under any state’s Medicaid statutes and regulations, for services rendered to eligible beneficiaries thereunder,

          (iii) (A) any Receivable with respect to which the United States (or an agency or fiscal intermediary thereof) is obligated to pay, pursuant to federal statutes and regulations applicable to The Civilian Health and Medical Program of the Uniform Services, for services rendered to eligible beneficiaries thereunder and not in contravention of any statute or regulation applicable thereto and (B) any Receivable with respect to which the Obligor is any Person (other than a Governmental Authority) who enters into a contract with the United States for the provision of health care services rendered to eligible beneficiaries under The Civilian Health and Medical Program of the Uniform Services,

          (iv) any Receivable with respect to which the United States (or an agency or fiscal intermediary thereof) is obligated to pay, pursuant to federal statutes and regulations applicable to The Civilian Health and Medical Program of Veterans Affairs, for services rendered to eligible beneficiaries thereunder and not in contravention of any statute or regulation applicable thereto,

          (v) any other Receivable as to which the Obligor is a Governmental Authority,

          (vi) any other Receivable as to which payment is required by law to be made directly to the provider of the services giving rise thereto or to an account under such provider’s exclusive dominion and control, or

          (vii) any other Receivable requiring compliance with the Federal Assignment of Claims Act or any similar state legislation.

                    “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

                    “Group” means the VFCC Group or the Gotham Group, as the case may be.

                    “Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to

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purchase property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided however that the term Guarantee shall not include endorsements for collection or deposit, in either case, in the ordinary course of business.

                    “HIPAA” has the meaning set forth in Section 14.14.

                    “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, if such obligations are without recourse to such Person, to the lesser of the principal amount of such Indebtedness or the fair market value of such property, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements (the amount of any such obligation to be the amount that would be payable upon the acceleration, termination or liquidation thereof) and (j) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

                    “Indemnified Amounts” has the meaning set forth in Section 13.1(a).

                    “Indemnified Party” has the meaning set forth in Section 13.1(a).

                    “Independent Director” has the meaning set forth in Section 7.4(b).

                    “Ineligible Defaulted Receivable” means, on any date of determination, the Outstanding Balance of a Defaulted Receivable multiplied by 1 minus the Recovery Rate.

                    “Interest Payment Date” means:

          (a) with respect to any CP Rate Loan of a Pool Funded Conduit, each Settlement Date, and with respect to any CP Rate Loan of Gotham while it is not a Pool Funded Conduit, the last day of its CP Tranche Period, the date on which any such CP Rate Loan is prepaid, in whole or in part, and the Termination Date;

          (b) with respect to any Eurodollar Loan, the last day of its Interest Period, the date on which any such Loan is prepaid, in whole or in part, and the Termination Date;

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          (c) with respect to any Alternate Base Rate Loan, each Settlement Date while such Loan remains outstanding, the date on which any such Loan is prepaid, in whole or in part, the date on which the applicable Liquidity Bank’s Scheduled Termination Date occurs, and the Termination Date;

          (d) with respect to any Loan while the Default Rate is applicable thereto, upon demand or, in the absence of any such demand, each Settlement Date while such Loan remains outstanding, the date on which any such Loan is prepaid, in whole or in part, the Termination Date, and if the applicable Loan was funded by a Liquidity Bank, the date on which the applicable Liquidity Bank’s Scheduled Termination Date occurs; and

          (e) with respect to all Loans of the VFCC Group, the VFCC Group Termination Date.

                    “Interest Period” means, with respect to a Eurodollar Loan, a period not to exceed three calendar months commencing on a Business Day selected by the Borrower (or the Servicer on the Borrower’s behalf) pursuant to this Agreement and agreed to by the applicable Co-Agent. Such Interest Period shall end on the day which corresponds numerically to such date one, two, or three calendar months thereafter, provided, however, that (i) if there is no such numerically corresponding day in such next, second or third succeeding calendar month, such Interest Period shall end on the last Business Day of such next, second or third succeeding calendar month, and (ii) if an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day unless said next succeeding Business Day falls in a new calendar month, then such Interest Period shall end on the immediately preceding Business Day.

                    “Interest Rate” means a Eurodollar Rate (Reserve Adjusted), a CP Rate, an Alternate Base Rate or the Default Rate.

                    “Invoice” means, with respect to any Receivable, any paper or electronic bill, statement or invoice for services rendered by an Originator to an Obligor.

                    “Joinder Agreement” has the meaning set forth in the Sale Agreement.

                    “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.

                    “Laws” means, collectively, all common law and all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents, including without limitation the interpretation thereof by any Governmental Authority charged with the enforcement thereof.

                    “Lenders” means, collectively, VFCC, the VFCC Liquidity Banks, Gotham, the Gotham Liquidity Banks, and their respective successors and permitted assigns.

                    “Lien” means any security interest, lien, encumbrance, pledge, assignment, title retention, similar claim, right or interest.

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                    “Liquidity Agreements” means, collectively, the Gotham Liquidity Agreement and the VFCC Liquidity Agreement.

                    “Liquidity Bank” means (a) with respect to VFCC, Wachovia or any Eligible Assignee of Wachovia’s Commitment and Liquidity Commitment, and (b) with respect to Gotham, BTMU or any Eligible Assignee of BTMU’s Commitment and Liquidity Commitment, in each of the foregoing cases, to which the Borrower has consented if required under Section 12.1. A Liquidity Bank will become a “Lender” hereunder at such time as it makes any Liquidity Funding.

                    “Liquidity Commitment” means, with respect to each Liquidity Bank, its commitment to make Liquidity Fundings pursuant to the Liquidity Agreement to which it is a party.

                    “Liquidity Funding” means (a) a purchase made by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in, a Loan of its applicable Conduit, or (b) any Loan made by the applicable Liquidity Banks in lieu of a Conduit pursuant to Section 1.1.

                    “Loan” means any loan made by a Lender to the Borrower pursuant to this Agreement. Each Loan shall either be a CP Rate Loan, an Alternate Base Rate Loan or a Eurodollar Rate Loan, selected in accordance with the terms of this Agreement.

                    “Loan Parties” means, collectively, (i) the Borrower, and (ii) Quest Diagnostics so long as it is acting as the Servicer (or as a sub-servicer) hereunder.

                    “Lockbox” means any post office box maintained by an Originator on behalf of the Borrower to which payments on certain Receivables are mailed.

                    “Loss Reserve” means, for any month, the product (expressed as a percentage) of (i) 2.0, times (ii) the highest three-month rolling average Default Ratio during the 12 months ending on the immediately preceding Cut-Off Date, times (iii) the Default Horizon Ratio as of the immediately preceding Cut-Off Date, times (iv) one minus the Recovery Rate.

                    “Material Acquisition” means that any existing Originator acquires the Unpaid Net Balance of Receivables of one or more other Persons who are not existing Eligible Originators, whether by purchase, merger, consolidation or otherwise, if (i) the aggregate Unpaid Net Balance of receivables so acquired from any one such Person exceeds 10% of the Allocation Limit in effect on the date of acquisition, merger or consolidation, or (ii) the aggregate Unpaid Net Balance of receivables so acquired from all Persons in any calendar year exceeds (or from all such Persons in any calendar year) exceeds 10% of the weighted average Allocation Limit in effect during such calendar year.

                    “Material Adverse Effect” means an event, circumstance, occurrence, or condition which has caused as of any date of determination any of (a) a material adverse effect, or any condition or event that has resulted in a material adverse effect, on the business, operations, financial condition or assets of (i) the Originators taken as a whole (after taking into account indemnification obligations by third parties that are Solvent to the extent that such third

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party has not disputed (after notice of claim in accordance with the applicable agreement therefor) liability to make such indemnification payment), (ii) the Servicer, or (iii) the Borrower, (b) a material adverse effect on the ability of the Originators, the Servicer or the Borrower to perform when and as due any of their material obligations under any Transaction Document to which they are parties, (c) a material adverse effect on the legality, binding effect or enforceability of any Transaction Document or any of the material rights and remedies of any of the Agents or Lenders thereunder or the legality, priority, or enforceability of the Lien on a material portion of the Collateral, or (d) a material adverse effect upon the validity, enforceability or collectibility of a material portion of the Receivables.

                    “Material Proposed Addition” means a Person whom any Loan Party proposes to add as a “seller” under the Sale Agreement if either (i) the aggregate Unpaid Net Balance of such Person’s receivables (on the proposal date) exceeds 10% of the weighted average Allocation Limit in effect on the proposal date, or (ii) the Unpaid Net Balance of such Person’s receivables (on such proposal date), when aggregated with the receivables of all other Persons added as “sellers” under the Sale Agreement in the same calendar year (measured on the respective dates such other Persons became “sellers” under the Sale Agreement) exceeds 10% of the weighted average Allocation Limit in effect during such calendar year.

                    “Missing Information Percentage” means the percentage equal to the ratio of (a) the total number of incomplete requisitions received in any month by the Originators, to (b) the total number of requisitions resulted in such month by the Originators. For this purpose, a requisition (whether in paper or electronic format) is incomplete if at the time that the test results of a specimen are reported, the Originator has not been provided sufficient information (whether from the requisition or otherwise) to bill the appropriate Person for the test or other service being performed. As used herein, a “resulted” requisition is one which is processed and on which its results have been reported.

                    “Missing Information Trigger Event” means that the most recent three-calendar month rolling average Missing Information Percentage at any Cut-Off Date exceeds 7.00% (it being understood that if a private carrier or government action imposes any change expected to have an adverse impact on the information gathering process of the Originators, this percentage will not be utilized in the calculation of a Missing Information Trigger Event for the 3 Settlement Periods immediately following such change).

                    “Monthly Report” means a report in the form of Exhibit 3.1(a).

                    “Monthly Reporting Date” means the 20^th day of each calendar month; provided, however, that if any such day is not a Business Day, then the Monthly Reporting Date shall occur on the next succeeding Business Day.

                    “Moody’s” means Moody’s Investors Service, Inc.

                    “Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (a) to which any ERISA Entity is then making or accruing an obligation to make contributions, (b) to which any ERISA Entity has within the preceding five

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plan years made contributions, including any Person which ceased to be an ERISA Entity during such five year period, or (c) with respect to which any Loan Party could incur liability.

                    “Net Pool Balance” means, at any time, an amount equal to (i) Net Receivables, minus (ii) Specified Government Ineligibles.

                    “Net Receivables” means, at any time, an amount equal to the reported aggregate Unpaid Net Balance of all Receivables at such time, minus (i) the aggregate Unpaid Net Balance of all Receivables that are not Eligible Receivables at such time, minus (ii) Receivables (other than those covered by any other clause of this definition) that are not yet Defaulted Receivables which are owing from any Top 10 Obligor as to which more than 50%of the aggregate Unpaid Net Balance of all Receivables owing from such Top 10 Obligor are Defaulted Receivables, minus (iii) the Excess Concentration Amount at such time, minus (iv) 2% of the aggregate Unpaid Net Balance of all Receivables owing from Obligors who are not Top 10 Obligors, minus (v) the Excess Rollforward Difference.

                    “Net Revenues” means, for any calendar month of determination, the gross amount of Receivables generated by the Originators from Clinical Laboratory Services during such calendar month less the associated Contractual Disallowances but before accruals for and write-offs of bad debts.

                    “Non-Approving Group” means any Group containing a Non-Approving Lender.

                    “Non-Approving Lender” means any Lender that does not approve (a) a requested waiver to this Agreement or the Credit Agreement, or (b) a requested amendment to this Agreement or the Credit Agreement.

                    “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders (or any Lender), any of the Agents or any Indemnified Party arising under the Transaction Documents.

                    “Obligor” means a Person obligated to make payments with respect to a Receivable, including any guarantor thereof.

                    “Obligor Concentration Limit” means, at any time, in relation to the aggregate Unpaid Net Balance of Receivables owed by any single Obligor and its Affiliated Obligors (if any), the applicable concentration limit shall (unless each Co-Agent from time to time upon the Borrower’s request agrees to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates, which agreement may be conditioned upon an increase in the percentage set forth in clause (A)(i) of the definition of “Required Reserve” or upon satisfaction of the Rating Agency Condition) be determined as follows for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody’s, the applicable concentration limit shall be determined according to the following table; provided, however, that if such Obligor has a split rating, the applicable rating will be the lower of the two:

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S&P Rating	Moody’s Rating	Allowable % of Eligible Receivables
A-1+	P-1	10%
A-1	P-1	8%
A-2	P-2	6%
A-3	P-3	3%
Below A-3 or Not Rated	Below P-3 or Not Rated	2%

                    “Organic Document” means, relative to any Person, its certificate of incorporation, its by-laws, its partnership agreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

                    “Originator” means Quest Diagnostics or any its direct or indirect wholly-owned Subsidiaries who is or becomes a “seller” under the Sale Agreement.

                    “Payment Intangible” shall have the meaning specified in Article 9 of the UCC.

                    “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

                    “Pension Plan” means an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and is maintained or contributed to by any ERISA Entity or with respect to which any Loan Party could incur liability.

                    “Percentage” means, for each Group on any date of determination, the ratio which the sum the outstanding principal balance of such Group’s Loans bears to the aggregate outstanding principal balance of all Advances.

                    “Permitted Investments” means, on any date, any one or more of the following types of investments provided that they mature on or prior to the next Settlement Date:

          (a) marketable obligations of the United States of America, the full and timely payment of which are backed by the full faith and credit of the United States of America and which have a maturity of not more than 270 days from the date of acquisition;

          (b) marketable obligations, the full and timely payment of which are directly and fully guaranteed by the full faith and credit of the United States of America and which have a maturity of not more than 270 days from the date of acquisition;

          (c) bankers’ acceptances and certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 270 days from the date of acquisition) denominated in dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $50,000,000, the short-term obligations of which are rated at least A-1 by S&P and P-1 by Moody’s;

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          (d) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank of the type described in clause (c) above;

          (e) commercial paper rated at least A-1 by S&P and P-1 by Moody’s; and,

          (f) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of any foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall be at least A-1 by S&P and P-1 by Moody’s.

                    “Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

                    “PHI” has the meaning set forth in Section 14.14.

                    “Pooled Commercial Paper” means for each of the Pool Funded Conduits the Commercial Paper Notes of such Pool Funded Conduit subject to any particular pooling arrangement by such Conduit, but excluding Commercial Paper Notes issued by the Pool Funded Conduits for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Pool Funded Conduit.

                     “Pool Funded Conduits” means VFCC and, during any time as to which it has notified the Loan Parties that it will be pool funding its Loans, Gotham.

                    “Prepayment Notice” has the meaning set forth in Section 1.5(a).

                    “Prime Rate” means the rate of interest per annum publicly announced from time to time by BTMU as its “prime rate.” (The “prime rate” is a rate set by BTMU based upon various factors including BTMU’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.) Any change in the prime rate announced by BTMU shall take effect at the opening of business on the day specified in the public announcement of such change.

                    “Principal Amount” means the actual net cash proceeds received by a Conduit upon issuance by it of a Commercial Paper Note.

                    “Privacy Regulations” has the meaning set forth in Section 14.14.

                    “Proceedings” means, collectively, lawsuits, arbitrations, mediations and Congressional or regulatory hearings.

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                    “Program Information” has the meaning set forth in Section 14.8.

                    “Property” of a Person means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person.

                    “QBS” means the Quest Billing System.

                    “Qualifying Liquidity Bank” means a commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company’s) short-term securities equal to or higher than (i) A-1 by S&P, (ii) P-1 by Moody’s and (if applicable) (iii) F1 by Fitch.

                    “Quest Diagnostics” has the meaning set forth in the preamble of this Agreement.

                    “Ratable Share” means with respect to any Liquidity Bank, the ratio which its Commitment bears to the Aggregate Commitment.

                    “Rating Agency Condition” means that, if required under a Conduit’s program documents, each such Conduit has received written notice from S&P, Moody’s and, at any time while Fitch is rating such Conduit’s Commercial Paper, Fitch, that an amendment, a change or a waiver will not result in a withdrawal or downgrade of the then current ratings on such Conduit’s Commercial Paper Notes.

                    “Receivable” means any Account or Payment Intangible arising from the sale of Clinical Laboratory Services by an Originator, including, without limitation, the right to payment of any interest or finance charges and other amounts with respect thereto, which is sold or contributed to the Borrower under the Sale Agreement; provided, however, that the term “Receivable” shall not include (a) any Excluded JV Receivable, or (b) any Government Receivable except a Specified Government Receivable. Rights to payment arising from any one transaction, including, without limitation, rights to payment represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the rights to payment arising from any other transaction.

                    “Records” means, collectively, all Invoices and all other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) evidencing, governing the payment terms or payment status of, or identifying the Obligor on, any Receivable or Related Asset, other than (i) any Contract related thereto, and (ii) any confidential patient information including, without limitation, test results.

                    “Recovery Rate” means at any time 50%.

                    “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

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                    “Regulation T, U or X” means Regulation T, U or X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit for the purpose of purchasing or carrying margin stocks.

                    “Regulatory Change” means any change after the date of this Agreement in United States (federal, state or municipal) or foreign laws, regulations (including Regulation D) or accounting principles or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks (including the Liquidity Banks) of or under any United States (federal, state or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court, governmental or monetary authority, or accounting board or authority (whether or not part of government) charged with the establishment, interpretation or administration thereof. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a Regulatory Change.

                    “Related Assets” means all of the Borrower’s right, title and interest in and to the following: (a) the Related Security, (b) the Sale Agreement, (c) the Collateral Account (if any) and the balances and instruments from time to time therein, (d) the Lockboxes and Collection Accounts, all balances and instruments from time to time therein, and any and all Collection Account Agreements with respect thereto that may exist in favor of the Borrower, (e) payments due in respect of the Demand Advances, and (f) all proceeds and insurance proceeds of any of the foregoing.

                    “Related Security” means, with respect to each Receivable, all right, title and interest in and to the following:

                    (a) (i) all Collections; (ii) all Records; (iii) all Collection Accounts and all cash, balances and instruments therein from time to time therein; (iv) the goods (including returned or repossessed goods), if any, the sale of which by a Seller gave rise to such Receivable; (v) all supporting obligations; and (vi) all liens and security interests, if any, securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; and

                    (b) all proceeds and insurance proceeds of the foregoing.

                    “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

                    “Reporting Date” means a Weekly Reporting Date or a Monthly Reporting Date.

                    “Required Amounts” has the meaning set forth in Section 3.2.

                    “Required Day” means, with respect to any event, the Business Day preceding such event by the Required Notice Period.

                    “Required Notice Period” means the number of days required notice set forth below applicable to the aggregate principal reduction indicated below:

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AGGREGATE REDUCTION	REQUIRED NOTICE PERIOD
< 25% of the Aggregate	2 Business Days
Commitment
25%-50% of the Aggregate	5 Business Days
Commitment
> 50% of Aggregate	10 Business Days
Commitment

                    “Requirement of Law” means as to any Person, the Organic Documents of such Person, and any Law or determination of an arbitrator or any Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

                    “Required Reserve” means, on any day during a month, an amount equal to the product of (i) the greater of (a) the Required Reserve Factor Floor and (b) the sum of the Loss Reserve, the Yield Reserve, the Dilution Reserve, the Ad Hoc Reserve and the Servicing Reserve, times (ii) the Net Pool Balance as of the Cut-Off Date immediately preceding such month.

                    “Required Reserve Factor Floor” means, for any month, the sum (expressed as a percentage) of (i) 11%plus (ii) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.

                     “Review” has the meaning set forth in Section 7.1(c).

                    “Revolving Period” means, as to each Group, the period from and after the date of this Agreement to but excluding the earlier to occur of (a) the Termination Date, and (b) the last Scheduled Termination Date of any Liquidity Bank in such Group.

                    “Rollforward Difference” means, at any time, an amount equal to absolute value of the reported aggregate Unpaid Net Balance of all Receivables minus the calculated Unpaid Net Balance of all Receivables.

                    “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

                    “Sale Agreement” means the Second Amended and Restated Receivables Sale Agreement dated as of April 20, 2004 between each of the Originators, as a seller and/or contributor, and the Borrower, as purchaser and contributee, as it may be amended, supplemented or otherwise modified in accordance with Section 7.3(f).

                    “Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

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                    “Scheduled Termination Date” means (a) as to each VFCC Liquidity Bank, the VFCC Group Termination Date, and (b) as to each other Liquidity Bank, the earlier to occur of June 10, 2009 and the date on which its Liquidity Commitment(s) terminate(s) in accordance with the Liquidity Agreement to which it is a party.

                    “SEC” means the Securities and Exchange Commission.

                    “Section” means a numbered section of this Agreement, unless another document is specifically referenced.

                    “Secured Parties” means the Indemnified Parties.

                    “Security Regulations” has the meaning set forth in Section 14.14.

                    “Servicer” has the meaning set forth in the preamble of this Agreement.

                    “Servicer Transfer Event” means the occurrence of any Event of Default.

                    “Servicer’s Fee” accrued for any day in a Settlement Period means:

          (a) an amount equal to (x) 5.0% per annum (or, at any time while Quest Diagnostics is the Servicer, such lesser percentage as may be agreed between the Borrower and the Servicer on an arms’ length basis based on then prevailing market terms for similar services), times (y) the reported aggregate Unpaid Net Balance of the Receivables at the close of business on the first day of such Settlement Period, times (z) 1/360; or

          (b) on and after the Servicer’s reasonable request made at any time when Quest Diagnostics shall no longer be the Servicer, an alternative amount specified by the Servicer not exceeding (x) 110% of the Servicer’s costs and expenses of performing its obligations under the Agreement during the Settlement Period when such day occurs, divided by (y) the number of days in such Settlement Period.

                    “Servicing Reserve” means the product of 3.0% and a fraction, the numerator of which is the highest Days Sales Outstanding calculated for each of the most recent 12 calendar months and the denominator of which is 360.

                    “Settlement Date” means (a) the second Business Day after each Monthly Reporting Date, (b) such other Business Days as the Co-Agents may specify by written notice to the Lenders, the Borrower and the Servicer, and (c) the Termination Date.

                    “Settlement Period” means each period from and including a Cut-Off Date to the earlier to occur of the next Cut-Off Date or the Final Payout Date.

                    “Solvent” and “Solvency” means, for any Person on a particular date, that on such date (a) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay

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the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts and liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute an unreasonably small capital.

                    “Specified Government Ineligibles” means, on any date of determination, 5% times Client-Billed Receivables for the Reserve Computation as of the last day of the calendar month then most recently ended.

                    “Specified Government Receivable” means a Government Receivable as to which the Obligor is a state or local Governmental Authority (other than a Receivable arising under any state’s Medicaid statutes and regulations for services rendered to eligible beneficiaries thereunder).

                    “Subordinated Loan” has the meaning set forth in the Sale Agreement.

                    “Subordinated Note” has the meaning set forth in the Sale Agreement.

                    “Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more Subsidiaries of such Person.

                    “Successor Notice” has the meaning set forth in Section 8.1(b).

                    “Taxes” means any and all taxes, imposts, duties, charges, fees, levies or other similar charges or assessments, including income, gross receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation, use, service, license, net worth, payroll, franchise, and transfer and recording, imposed by the Internal Revenue Service or any taxing authority (whether domestic or foreign, including any federal, state, U.S. possession, county, local or foreign government or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or any other basis, including interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such taxes, charges, fees, levies or other assessments.

                    “Termination Date” means, as to each Group, the earliest to occur of: (a) the last Scheduled Termination Date of any Liquidity Bank in that Group; (b) the date designated by the Borrower as the “Termination Date” on not less than fifteen (15) Business Days’ notice to the Co-Agents, provided that on such date the Obligations have been paid in full; (c) the date specified in Section 10.2(a) or (b) (including, without limitation, any such specified date following either Co-Agent’s failure to approve a requested waiver hereunder); (d) the 90^th day after the Co-Agents receive a copy of any proposed amendment (but not waiver) to the Credit Agreement which does not become an Approved Amendment within 30 days after such date of

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receipt; and (e) the 90^th day after any requested amendment to this Agreement (as opposed to a requested waiver hereunder) is not approved by each Co-Agent within 30 days after receipt of such request (unless such proposed amendment is approved by at least one Co-Agent and the Obligations owing the dissenting Co-Agent(s)’s Group(s) are paid in full on or within 60 days after such 30^th day).

                    “Top 10 Obligor” means any of the following and its Affiliates considered as if it and its Affiliates were one and the same entity: (1) United Healthcare, (2) Aetna / US Healthcare / Prudential, (3) Cigna, (4) Independence Blue Cross / Amerihealth, (5) Private Health Care Systems (PHCS), (6) Beech Street, (7) Texas BCBS, (8) Anthem Health, (9) Empire BCBS, and (10) BCBS Mass.

                    “Transaction Documents” means this Agreement, the Collection Account Agreements, the Sale Agreement, the Fee Letters, the Subordinated Notes and the other documents to be executed and delivered in connection herewith or therewith.

                    “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

                    “Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.

                    “Unpaid Net Balance” of any Receivable means at any time (i) the unpaid amount thereof, but excluding all late payment charges, delinquency charges and extension or collection fees, minus (ii) Contractual Disallowances.

                    “Unused Fee” has the meaning set forth in the Fee Letters.

                    “Usage Fee” has the meaning set forth in each of the Fee Letters.

                    “VFCC” has the meaning provided in the preamble of this Agreement.

                    “VFCC Agent” has the meaning provided in the preamble of this Agreement.

                    “VFCC Allocation Limit” has the meaning set forth in Section 1.1(a).

                    “VFCC Fee Letter” means that certain Second Amended and Restated VFCC Fee Letter dated as of May 23, 2008 by and among Quest Diagnostics, the Borrower, VFCC and the VFCC Agent.

                    “VFCC Group” has the meaning provided in the preamble of this Agreement.

                    “VFCC Group Termination Date” means December 13, 2008.

                    “VFCC Liquidity Agreement” means the Fourth Amended and Restated Liquidity Asset Purchase Agreement dated as of April 20, 2004 among VFCC, the VFCC Agent, and the Liquidity Banks from time to time party thereto, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

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                    “VFCC Liquidity Bank” means any Liquidity Bank that enters into this Agreement and the VFCC Liquidity Agreement.

                    “Wachovia” has the meaning set forth in the preamble of this Agreement.

                    “Wachovia Roles” has the meaning set forth in Section 11.10(a).

                    “Weekly Report” means a report in the form of Exhibit 3.1(b).

                    “Weekly Reporting Date” means Monday of any week in which Weekly Reports are required to be delivered hereunder; provided, however, that if any such Monday is not a Business Day, then the Weekly Reporting Date shall be the next succeeding Business Day.

                    “Yield Reserve” means, for any month, the product (expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date times (iii) a fraction the numerator of which is the highest Days Sales Outstanding for the most recent 12 months and the denominator of which is 360.

                    The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

                    B. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

                    C. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

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EXHIBIT A
[INTENTIONALLY DELETED]

EXHIBIT 2.1
FORM OF BORROWING REQUEST

Quest Diagnostics Receivables Inc.

BORROWING REQUEST

For Borrowing On __________________

Wachovia Bank, National Association, as VFCC Agent
171 17th Street, N.W., 4th Floor
Mail-stop GA4524
Atlanta, GA 30363
Attention: Elizabeth Wagner, Fax No. (404) 214-5481

and

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent
1251 Avenue of the Americas
New York, New York 10020-1104 USA
Attention: Securitization Group, Fax No. (212) 782-6998

Ladies and Gentlemen:

                    Reference is made to the Fourth Amended and Restated Credit and Security Agreement dated as of June 11, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Quest Diagnostics Receivables Inc. (the “Borrower”), Quest Diagnostics Incorporated, as initial Servicer, Variable Funding Capital Company LLC, Gotham Funding Corporation, Wachovia Bank National Association, individually and as a Co-Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually, as a Co-Agent and as Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

                    1. The [Servicer, on behalf of the] Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (as hereinafter defined):

                    (a) all applicable conditions precedent set forth in Section 5 of the Credit Agreement have been satisfied;

                    (b) each of its representations and warranties contained in Section 6 of the Credit Agreement will be true and correct, in all material respects, as if made on and as of the Borrowing Date;

                    (c) no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes an Event of Default or Unmatured Default;

                    (d) the Termination Date has not occurred; and

                    (e) after giving effect to the Loans comprising the Advance requested below, VFCC’s and the VFCC Liquidity Banks’ Loans at any one time outstanding will not exceed the VFCC Allocation Limit and Gotham’s and the Gotham Liquidity Banks’ Loans at any one time outstanding will not exceed the Gotham Allocation Limit.

                    2. The [Servicer, on behalf of the] Borrower hereby requests that the Conduits (or their respective Liquidity Banks) make an Advance on ___________, _____ (the “Borrowing Date”) as follows:

(a) Aggregate Amount of Advance:		$_____________
	(i) VFCC Group’s Percentage of Advance:	$___________
	(ii) Gotham Group’s Percentage of Advance:	$___________

                    (b) Interest Rate Requested: CP Rate (unless you advise the Borrower that a Liquidity Funding will be made for either Conduit, in which case the [Servicer on behalf of the] Borrower requests that the applicable Conduit’s Liquidity Banks make an Alternate Base Rate Loan that converts into Eurodollar Loan with an Interest Period approximately equal to the CP Tranche Period specified below on the third Business Day after the Borrowing Date).

                    (c) CP Tranche Period Requested:________ days

                    3. Please disburse the proceeds of the Loans as follows:

                        (i) VFCC Group: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________];

                        (ii) Gotham Group: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________]; and

                    IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this Borrowing Request to be executed and delivered as of this ____ day of ___________, _____.

[_______________________, as Servicer, on behalf of:] QUEST

DIAGNOSTICS RECEIVABLES INC., as Borrower

By:

Name:

Title:

EXHIBIT 3.1(A)
FORM OF MONTHLY REPORT

[Attached]

Quest Diagnostics Receivables Inc.
For the Month Ended:
[MM/DD/YYYY]
(Page 1)

				Borrowing Availability
I.	Portfolio Information
	1.	Beginning of Month Balance: (Net of Disallowance A/R Outstanding)
	2.	Gross Sales (Net of Disallowance):
	3.	Add:  Patient Refunds
	4.	Deduct:
				a. Total Collections:
				b. Total Bad Debt
	5.	a.	Calculated Net Ending A/R Balance [(1) + (2) + (3) - (4 a,b,c)]:
		b.	Reported Net Ending A/R Balance
		c.	Difference (If any)
	6.	Reported Net Ending A/R
	7.	Deduct:
				a. Recovery Adjusted Total Defaults
				b. Net Foreign Balance
				c. Total Ineligibles
	8.	Eligible Receivables [5b - 7d]:
	9.	Deduct:
			Excess Concentration:
			Excess Rollforward Difference (>3% threshhold)
	10.	Cross Age Computation
			Unpaid Net Balance of Receivables for Top 10 Obligors
			Remaining Net Balance of Receivables Less Top 10 Obligors
		Deduct: Top 10 Obligors’ Cross-Aged (50%) Receivables
		Deduct: 2% Reserve for the Non Top 10 Obligors Unpaid Net Balance of all Receivables
	11.	Net Receivables
	12.	Government Computation
		a.	Estimated Unpaid Net Balance of Client - Billed Receivables
		b.	Client-Billed Receivables % for the Month [(12a) / (5b)]:
		c.	Estimated Client-Billed Receivables for Reserve Computation [(11) * (12b)]:
		d.	Specified Government Ineligibles [5%]:
		e.	Specified Government Ineligibles [(12c) * (12d)]:
	13.	Net Pool Balance [(11) -(12e)]:
	14.	Aging Schedule:		Current Month	%	One Month Prior	Two Months Prior	Three Months Prior
	a.		1-60 Days Past Invoice (Net of Disallowance)
	b.		61-90 Days Past Invoice (Net of Disallowance)
	c.	91-120 Days Past Invoice (Net of Disallowance)
	d.	121-150 Days Past Invoice (Net of Disallowance)
	e.	151-180 Days Past Invoice (Net of Disallowance)
	f.		181+ Days Past Invoice (Net of Disallowance)
	g.		Total:

Quest Diagnostics Receivables Inc.
For the Month Ended:
[MM/DD/YYYY]
(Page 2)

II. Calculations Reflecting Current Activity
	15. CP Proceeds Outstanding
	16. Required Reserve %
	17. Required Reserve [(16) x (13)]:
	18. Funding Availability [(13) - (17)]:
III. Compliance
	19. Asset Interest [(15) + (17) / (13)] < 100%:				In Compliance
	20. 3M Avg. Delinquency Ratio < 9.00%		9.00	%
		Delinquency Ratio Current Month
		Delinquency Ratio One Month Prior
		Delinquency Ratio Two Months Prior
	21. 3M Avg. Default Trigger Ratio < 15.40%		15.40	%
		Default Ratio Current Month
		Default Ratio One Month Prior
		Default Ratio Two Months Prior
	22. 3M Avg. Dilution Ratio < 6.00%		6.00	%
		Dilution Ratio Current Month
		Dilution Ratio One Month Prior
		Dilution Ratio Two Months Prior
	23. 3M Avg. Missing Information % < 7.00%		7.00	%
		Missing Information% Current Month
		Missing Information% One Month Prior
		Missing Information% Two Months Prior
	24. 3M Avg. Collections Ratio > 32.00%		32.00	%
		Collection Ratio Current Month
		Collection Ratio One Month Prior
		Collection Ratio Two Months Prior
	25. Facility Limit [(15)<= $400,000

Quest Diagnostics Receivables Inc.
For the Month Ended:
[MM/DD/YYYY]
(Page 3)

IV. Excess Concentration: (Calculation)

Eligible Receivables			$____________
	Allowable Percentage	Max. Allowable E		Credit Rating
		X.XX%   $____________		NR/NR
		X.XX%   $____________		A3/P3
		X.XX%   $____________		A2/P2
		X.XX%   $____________		A1/P1
		X.XX%   $____________		A1+/P1

	Largest	Short-Term	Allowable	Total	Allowable	Excess
	Obligors	Debt Rating	Percentage	Receivables	Receivables	Receivables
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
	Total

The undersigned hereby represents and warrants that the foregoing is a true and accurate accounting with respect to outstanding receivables as of [insert date] in accordance with the Fourth Amended and Restated Credit and Security Agreement dated as of June __, 2008 and that all representations and warranties related to such Agreement are restated and reaffirmed.

Signed:	Date:	[DD-MMM-YY]
Title:

EXHIBIT 3.1(b)
FORM OF WEEKLY REPORT

WEEK ENDED

CASH
COLLECTIONS

REQUISITIONS
RECEIVED

EXHIBIT 5.1(H)
SUBSTANCE OF CORPORATE/UCC OPINIONS

• All opinions should be addressed to the Agents and the Lenders and should permit reliance thereon by (A) the Liquidity Banks and (B) S&P and Moody’s.

• The opinion giver must be licensed to practice in the state whose law governs the Amended and Restated Receivables Sale Agreement and the Third Amended and Restated Credit and Security Agreement (i.e., New York)

• Corporate/UCC opinions should address the following matters as to each of the Loan Parties and Originators (collectively, the “Companies”)

                    1. Each of the Companies has been duly organized and is validly existing and in good standing under the laws of ___________, with power and authority to conduct its business as now conducted (or, in the case of the Borrower, proposed to be conducted), to own, or hold under lease, its assets and to enter into the Transaction Documents to which it is a party and perform its obligations thereunder. Based solely on certificates from public officials, we confirm that each of the Companies is qualified to do business in the following States: ______.

                    2. The execution, delivery and performance of the Transaction Documents to which any of the Companies is a party and the execution and delivery of the Financing Statements naming any of the Companies as debtor or seller have been duly authorized by all necessary action of such Company, and such Transaction Documents and Financing Statements have been duly executed and delivered by such Company.

                    3. Each of the Transaction Documents constitutes a legally valid and binding obligation of each of the Companies signatory thereto, enforceable against such Company in accordance with its terms.

                    4. The execution and delivery of the Transaction Documents by each of the Companies signatory thereto, and the performance of their respective obligations do not: (a) violate any federal or [insert applicable state(s)] statute, rule or regulation applicable to the Companies (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System), (b) violate the provisions of the Companies’ respective Organic Documents, (c) result in the breach of or a default under, the creation of a lien under or the acceleration of indebtedness pursuant to any indenture, credit agreement, lease, note or other agreement, instrument or contract or any judgment, writ or other court order, in any of the foregoing cases, which has been identified to you as being material to any of the Companies, or (d) require any consents, approvals, authorizations, registrations, declarations or filings by any of the Companies under any federal or [insert applicable state(s)] statute, rule or regulation applicable to any of the Companies of the [insert applicable states’ LLC/Corporate Statutes] except [(i)] the filing of the Financing Statements and UCC-3 Amendments in the Office of the _______________ (the “Filing Office(s)”)[, and (ii) those consents, approvals, authorizations,

registrations, declarations and filings set forth on Schedule __ hereto, each of which has already been obtained or made].

                    5. The provisions of the Receivables Sale Agreement are effective to create a valid security interest (as defined in the New York UCC) in favor of the Borrower and its assigns in that portion of the Receivables and Related Assets which constitute accounts or general intangibles. The provisions of the Third Amended and Restated Credit and Security Agreement are effective to create a valid security interest (as defined above) in favor of the Administrative Agent for the benefit of the Secured Parties in that portion of the Collateral which constitutes accounts or general intangibles as security for the payment of the Obligations.

                    6. Each of the Financing Statements is in appropriate form for filing in the Filing Office specified on the face thereof. Upon proper filing of the Financing Statements naming any of the Originators, as debtor, the Borrower, as secured party and the Administrative Agent, as assignee of secured party, the security interest of the Borrower and its assigns in that portion of the Receivables and Related Assets transferred under the Receivables Sale Agreement constituting accounts or general intangibles will be perfected and assigned of record to the Administrative Agent. Upon proper filing of the Financing Statements naming the Borrower, as debtor, and the Administrative Agent, as secured party, the security interest of the Administrative Agent for the benefit of the Secured Parties in that portion of the Collateral constituting accounts or general intangibles will be perfected.

                    7. Based solely on our review of the Search Reports, and assuming (a) the proper filing of the Financing Statements in the appropriate Filing Offices, and (b) the absence of any intervening filings between the date and time of the Search Reports and the date and time of the filing of the Financing Statements in the Filing Offices, the security interests of the Administrative Agent for the benefit of Secured Parties in the Collateral described in #6 above will be prior to any other security interest granted by any of the Companies in such collateral, the priority of which is determined solely by the filing of a financing statement in the applicable Filing Office.

                    8. None of the Companies is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SCHEDULE 6.1(N)
FEDERAL TAXPAYER ID NUMBER, CHIEF EXECUTIVE OFFICE, PRINCIPAL
PLACE(S) OF BUSINESS AND OTHER RECORDS LOCATION(S)

Federal Taxpayer I.D. No.:	22-3695703
Chief Executive Office:	300 Delaware Avenue, Suite 562
	Wilmington, DE 19801
Principal Place of Business:	300 Delaware Avenue, Suite 562
	Wilmington, DE 19801
Records Locations:	Above addresses plus the addresses listed on Schedule 2.1(o) to the Receivables Sale Agreement.

SCHEDULE 6.1(O)
LOCKBOXES AND ASSOCIATED ACCOUNTS

BANK	ACCOUNT_TYPE	ACCTNO	ACCOUNT_NAME	STATE	PO_Address
Bank of America
	Concentration
		*	Quest Diagnostics Receivables, Inc.	DE
	Depository
		*	Unilab Corporation	DE
		*	Unilab Corporation	DE
		*	Unilab Corporation	DE
		*	MetWest Inc.	DE	Quest Diagnostics PO Box 842210 Dallas, TX 75284-2210
		*	MetWest Inc.	DE
	Lockbox
		*	Quest Diagnostics Clinical Laboratories, Inc.	DE	Quest Diagnostics PO Box 91514 Los Angeles, CA 90074
		*	Unilab Corporation	DE	Bank of America Lockbox Services File 57457 Ground Level, Unit 5195 1000 W. Temple St. Los Angeles, CA 90074-7
Bank of America
	Lockbox
		*	Unilab Corporation	DE	Bank of America Lockbox Services Quest Diagnostics File 57458 Los Angeles, CA 90012
		*	Unilab Corporation	DE	Bank of America Lockbox Services Quest Diagnostics File 57468 Los Angeles, CA 90012
		*	Unilab Corporation	DE	Bank of America Lockbox Services Quest Diagnostics File 57459 Los Angeles, CA 90012
		*	Unilab Corporation	DE	Quest Diagnostics File 551700 Los Angeles, CA 90074-1700
		*	Quest Diagnostics Clinical Laboratories, Inc.	DE	Quest Diagnostics PO Box 841725 Dallas, TX 75284-1725
		*	Quest Diagnostics Clinical Laboratories, Inc.	DE	Quest Diagnostics PO Box 14730 St. Louis, MO 63150
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 12018 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13317 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 12467 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 12015 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Nichols Institute, Inc.	VA	Quest Diagnostics 12436 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Nichols Institute, Inc.	VA	Quest Diagnostics 12438 Collections Center Drive Chicago, IL 60693
Bank of America
	Lockbox
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 12323 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 14542 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 14548 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 14550 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 14553 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 12344 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	NV	Quest Diagnostics 12362 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 12989 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13141 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13156 Collections Center Drive Chicago, IL 60693-3156
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13305 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13702 Collections Center Drive Chicago, IL 60693

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Bank of America
	Lockbox
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13695 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	MD	Quest Diagnostics 13321 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	MD	Quest Diagnostics 7022 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	MD	Quest Diagnostics 7584 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13747 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50320, Los Angeles, CA 90074-0320
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50314, Los Angeles, CA 90074-0314
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50331, Los Angeles, CA 90074-0331
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50342, Los Angeles, CA 90074-0342
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50368, Los Angeles, CA 90074-0368
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics Receivables, Inc. PO Box 50355, Los Angeles, CA 90074-0355
Bank of America
	Lockbox
		*	Quest Diagnostics Nichols Institute	CA	Quest Diagnostics 3866 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13005 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13001 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13308 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics 13138 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	MD	Quest Diagnostics 7700 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Nichols Institute	CA	Quest Diagnostics 3924 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	DE	Quest Diagnostics 13313 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	DE	Quest Diagnostics 96451 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	DE	Quest Diagnostics 7402 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics Incorporated	DE	Quest Diagnostics 98917 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5763 Collections Center Drive Chicago, IL 60693
Bank of America
	Lockbox
		*	MetWest Inc.	DE	Quest Diagnostics 2358 Collections Center Drive Chicago, IL 60693
		*	MetWest Inc.	DE	Quest Diagnostics 2337 Collections Center Drive Chicago, IL 60693
		*	MetWest Inc.	DE	Quest Diagnostics 2032 Collections Center Drive Chicago, IL 60693
		*	MetWest Inc.	DE	Quest Diagnostics 13325 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics of Pennsylvania Inc.	DE	Quest Diagnostics 2178 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics of Pennsylvania Inc.	DE	Quest Diagnostics 2249 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics of Pennsylvania Inc.	DE	Quest Diagnostics 2444 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	CT	Quest Diagnostics 2966 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	CT	Quest Diagnostics 2025 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	CT	Quest Diagnostics 13979 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	CT	Quest Diagnostics 2829 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	CT	Quest Diagnostics 13661 Collections Center Drive Chicago, IL 60693
Bank of America
	Lockbox
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5145 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5511 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5480 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 3210 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5035 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 5239 Collections Center Drive Chicago, IL 60693
		*	Quest Diagnostics LLC	MA	Quest Diagnostics 3305 Collections Center Drive Chicago, IL 60693
Bank of New York
	Concentration
		*	Quest Diagnostics Receivables, Inc.	DE
Fifth Third Bank
	Lockbox
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics PO Box 635907 Cincinatti, OH 45274-5907
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics PO Box 740020 Cincinatti, OH 45274-0020
		*	Quest Diagnostics Receivables, Inc.	DE	Quest - NRSC PO Box 740698 Cincinatti, OH 45274-0698
JP Morgan Chase Bank
	Concentration
		*	Quest Diagnostics Receivables, Inc.	DE
	Lockbox
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 78874 Phoenix, AZ 85062-8874
		*	Unilab Corporation	DE	Quest Diagnostics Incorporated PO Box 78073 Phoenix, AZ 85062-8073
		*	Unilab Corporation	DE	Quest Diagnostics Incorporated PO Box 79164 Phoenix, AZ 85062-9164
JP Morgan Chase Bank
	Lockbox
		*	Unilab Corporation	DE	Quest Diagnostics PO Box 78406 Phoenix, AZ 85062-8406
		*	Unilab Corporation	DE	Quest Diagnostics PO Box 29610 Phoenix, AZ 85038-9610
		*	Quest Diagnostics Inc.	NV	Quest Diagnostics PO Box 79025 Phoenix, AZ 85062-79025
Key Bank
	Lockbox
		*	Quest Diagnostics Receivables Incorporated	DE	Quest Diagnostics, PO Box 5079, Portland, OR 97208-5079
		*	Quest Diagnostics Receivables Incorporated	DE	Quest Diagnostics, PO Box 5130, Portland, OR 97208-5130
		*	Quest Diagnostics Receivables Incorporated	DE	Quest Diagnostics PO Box 5018 Portland, Oregon 97208-5018
		*	Quest Diagnostics Receivables Incorporated	DE	Quest Diagnostics PO Box 4194 Portland, Oregon 97208-4194

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

M & T Bank
	Concentration
		*	Quest Diagnostics Inc.	DE
	Lockbox
		*	Quest Diagnostics Nichols Institute	VA	Quest Diagnostics - AML PO Box 64168 Baltimore, MD 21264-4168
M & T Bank
	Lockbox
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64278 Baltimore, MD 21264-4278
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64196 Baltimore, MD 21264-4196
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64838 Baltimore, MD 21264-4838
		*	Quest Diagnostics Inc.	MD	Quest Diagnostics PO Box 64797 Baltimore, MD 21264-4797
		*	Quest Diagnostics Inc.	MD	Quest Diagnostics PO Box 64966 Baltimore, MD 21264-4966
		*	Quest Diagnostics Inc.	MD	Quest Diagnostics PO Box 64083 Baltimore, MD 21264-4083
		*	Quest Diagnostics Inc.	MA	Quest Diagnostics PO Box 64363 Baltimore, MD 21264-4363
		*	Quest Diagnostics Inc.	MA	Quest Diagnostics PO Box 64480 Baltimore, MD 21264-4480
		*	Quest Diagnostics Inc.	CT	Quest Diagnostics PO Box 64969 Baltimore, MD 21264-4969
		*	Quest Diagnostics Inc.	CT	Quest Diagnostics PO Box 64053 Baltimore, MD 21264-4053
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64253 Baltimore, MD 21264-4253
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64604 Baltimore, MD 21264-4604
M & T Bank
	Lockbox
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64878 Baltimore, MD 21264-4878
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64272 Baltimore, MD 21264-4272
		*	Quest Diagnostics Inc.	DE	Quest Diagnostics PO Box 64477 Baltimore, MD 21264-4477
		*	Quest Diagnostics Receivables, Inc.	DE	Quest Diagnostics PO Box 64804 Baltimore, MD 21264-4804
National City Bank
	Concentration
		*	Quest Diagnostics Receivables Inc.	DE
	Lockbox
		*	LabOne of Ohio, Inc.	DE	LabAlliance, Inc. PO Box 695018 Cincinnati, OH 45269-5018
		*	LabOne of Ohio, Inc.	DE	LabOne of Ohio, Inc. PO Box 692165 Cincinnati, OH 45269-2165
PNC Bank
	Concentration
		*	Quest Diagnostics Receivables	DE
	Depository
		*	Quest Diagnostics Clinical Laboratories	DE	No address-acct only used for wires-need to list for NRSC audit
PNC Bank
	Depository
		*	Quest Diagnostics Clinical Laboratories	DE
	Lockbox
		*	Quest Diagnostics Receivables	DE	Quest Orbit2 Collections, PO Box 822328, Philadelphia, PA 19182-2328
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 820433 Philadelphia, PA 19182-0433
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 820927 Philadelphia, PA 19182-0927
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 13279 Philadelphia, PA 19101-3279
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 13190 Philadelphia, PA 19101-3190
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822413 Philadelphia, PA 19182-2413
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 824365 Philadelphia, PA 19182-4365
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822504 Philadelphia, PA 19182-2504
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 8060 Philadelphia, PA 19101-8060
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822510 Philadelphia, PA 19182-2510
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics/LabOne Manual PO Box 822437, Philadelphia PA 19182-2437
PNC Bank
	Lockbox
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822546 Philadelphia, PA 19182-2546
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822550 Philadelphia, PA 19182-2550
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 822557 Philadelphia, PA 19182-2557
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 824264 Philadelphia, PA 19182-4264
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 824277 Philadelphia, PA 19182-4277
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 11780 Philadelphia, PA 19101-1780
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 824293 Philadelphia, PA 19182-4293
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics/LabOne Manual PO Box 822437, Philadelphia PA 19182-2437
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 827621 Philadelphia, PA 19182-7621
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 41652 Philadelphia, PA 19101-1652
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 2183 Philadelphia, PA 19101-2183
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 41686 Philadelphia, PA 19101-1686
PNC Bank
	Lockbox
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 41691 Philadelphia, PA 19101-1691
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 41733 Philadelphia, PA 19101-1733
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 827851 Philadelphia, PA 19101-7851
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 827676 Philadelphia, PA 19182-7676
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 820128 Philadelphia, PA 19182-0128
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 827641 Philadelphia, PA 19101-7641
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 820009 Philadelphia, PA 19182-0009
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 827090 Philadelphia, PA 19101-7090
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 7840 Philadelphia, PA 19101-7840
		*	Quest Diagnostics Clinical Laboratories	DE	Diagnostics Laboratory of Oklahoma PO Box 676361 Dallas, TX 75217-6361
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 740709 Atlanta, GA 30374-0709
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 740736 Atlanta, GA 30374-0736
PNC Bank
	Lockbox
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 530458 Atlanta, GA 30353-0458
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 530440 Atlanta, GA 30353-0440
		*	Quest Diagnostics Clinical Laboratories	DE	Quest Diagnostics PO Box 828669 Philadelphia, PA 19182-8669
		*	Quest Diagnostics Receivables	DE	Quest Diagnostics, PO BoX 822638, Philadelphia, PA 19182-2638
		*	Quest Diagnostics Receivables	DE	Quest Diagnostics, PO BoX 822642, Philadelphia, PA 19182-2642
		*	Quest Diagnostics Receivables	DE	Quest Diagnostics, PO BoX 822549, Philadelphia, PA 19182-2549

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Wachovia Bank
	Concentration
		*	Quest Diagnostics Receivables Inc.	DE
	Lockbox
		*	Quest Diagnostics of Pennsylvania Inc.	DE	Quest Diagnostics PO Box 752131 Charlotte, NC 28275-2131
		*	Quest Diagnostics of Pennsylvania Inc.	DE	Quest Diagnostics PO Box 752151 Charlotte, NC 28275-2151
Wells Fargo Bank
	Concentration
		*	Quest Diagnostics Receivables Inc.	DE
	Depository
		*	Quest Diagnostics Receivables Inc.	DE
		*	Quest Diagnostics Receivables Inc.	DE
		*	Quest Diagnostics Receivables Inc.	DE
		*	Quest Diagnostics Receivables Inc.	DE
	Lockbox
		*	Northwest Toxicology	MO	Northwest Tox PO Box 271397 Salt Lake City, UT 84127-1397
		*	LabOne, Inc.	MO	LabOne LabCard PO Box 650418 Dallas TX 75320-0418
		*	LabOne, Inc.	MO	LabOne SAT. PO Box 201398 Dallas TX 75320-1398
		*	LabOne, Inc.	MO	LabOne Inc. PO Box 201395 Dallas TX 75320-1395
		*	LabOne, Inc.	MO	LabOne Clinical PO Box 650032 Dallas TX 75320-0032
		*	LabOne, Inc.	MO	Retail Clinical Lockbox PO Box 650650 Dallas TX 75320-0650
Wells Fargo Bank
	Lockbox
		*	Systematic Business Services, Inc.	MO	Systematic Business Services, Inc. PO Box 201393 Dallas TX 75320-1393
		*	ExamOne World Wide, Inc.	PA	ExamOne PO Box 201392 Dallas TX 75320-1392
		*	Central Plains Laboratories, LLC	KS	Central Plains Laboratories LLC PO Box 201394 Dallas TX 75320-1394

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

SCHEDULE 14.2
NOTICE ADDRESSES AND WIRE TRANSFER INFORMATION
A. Borrower and initial Servicer
Address for notices to both:
	[c/o] Quest Diagnostics Inc.
	3 Giralda Farms
	Madison, NJ 07940
	Attention:  Treasurer
	Fax:       (973) 520-2037
	cc:         General Counsel
	Fax:       (484) 676-8630

Wire transfer instructions (unless otherwise notified):
	Bank:	The Bank of New York
		New York, NY
	Account:	*
	ABA:	#021000018
	Account Name:	Quest Diagnostics Receivables Inc.

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

B. VFCC
Address for notices (other than Borrowing Requests):
	Variable Funding Capital Company LLC
	c/o Wachovia Capital Markets, LLC
	One Wachovia Center
	301 South College Street
	8th Floor, NC0600
	Charlotte, NC 28202
	Attention: Douglas R. Wilson, Sr.
	Phone:	(704) 374-2520
	Fax:	(704) 383-9579
With a copy to:
	Variable Funding Capital Company LLC
	c/o AMACAR Group, L.L.C.
	6525 Morrison Blvd., Suite 318
	Charlotte, North Carolina 28211
	Attention: Douglas K. Johnson
	Phone:	(704) 365-0569
	Fax:	(704) 365-1362
Wire transfer instructions (unless otherwise notified):
	Bank Name:		Wachovia Bank, National Association
	City/State:		Charlotte, NC
	ABA Routing #:		053000219
	Account #:		*
	Account Name:		CP Liability Account
	Reference:		VFCC/Quest Diagnostics Receivables Inc.
	Attention:		Anthony Rose, Telephone (704) 715-7495

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

C. Wachovia Bank, National Association, individually or as Administrative Agent or VFCC Agent
Address for notices (other than Borrowing Requests):
	Wachovia Bank, National Association
	171 17th Street, N.W., 4th Floor
	Mail-stop GA4524
	Atlanta, GA 30363
	Attention:	Elizabeth Wagner
	Phone:	(404) 214-5456
	Fax:	(404) 214-5481
Wire transfer instructions (unless otherwise notified):

Bank Name:	Wachovia Bank, National Association
City/State:	Charlotte, NC
ABA Routing #:	053000219
Account #:	*
Account Name:	CP Liability Account
Reference:	VFCC/Quest Diagnostics Receivables Inc.
Attention:	Anthony Rose, Telephone (704) 715-7495

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

E. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually, as Gotham Agent or Administrative Agent, and Gotham
Address for notices (other than Borrowing Requests):
	Gotham Funding Corporation
	c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	1251 Avenue of the Americas
	New York, New York 10020-1104 USA
	Attn: Securitization Group
	Telephone:	(212) 782-4537/4908
	Facsimile:	(212) 782-6998
Wire transfer instructions (unless otherwise notified):
	Bank of Tokyo-Mitsubishi UFJ Trust Company
	ABA # 026-009-687
	*
	Ref: Quest Diagnostics Receivables Inc.
	BORROWING REQUESTS SHOULD BE SENT TO THE
	ADDRESS AND FAX NO. SPECIFIED ON EXHIBIT 2.1

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EX-10.2

EXHIBIT 10.2

Confidential portions of this document have been omitted pursuant to a request for confidential treatment and filed separately with Securities and Exchange Commission

EXECUTION COPY

Published CUSIP Number: ______

CREDIT AGREEMENT,

DATED AS OF MAY 31, 2007

among

QUEST DIAGNOSTICS INCORPORATED

as Borrower,

AND

CERTAIN SUBSIDIARIES OF THE BORROWER

as Guarantors,

AND

THE LENDERS IDENTIFIED HEREIN,

AND

BANK OF AMERICA, N.A.,

as Administrative Agent

AND

MORGAN STANLEY SENIOR FUNDING, INC.

as Syndication Agent

AND

BARCLAYS BANK PLC,

JPMORGAN CHASE BANK, N.A.,

MERRILL LYNCH BANK, USA

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Co-Documentation Agents

MORGAN STANLEY SENIOR FUNDING, INC.

and

BANC OF AMERICA SECURITIES LLC

as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

			Page
SECTION 1		DEFINITIONS AND ACCOUNTING TERMS	2
	1.1	Definitions	2
	1.2	Other Interpretive Provisions	27
	1.3	Accounting Terms/Calculation of Financial Covenants	27
	1.4	Time	28
	1.5	Rounding	28
	1.6	Exchange Rates; Currency Equivalents	28
	1.7	Additional Alternative Currencies	29
	1.8	Change of Currency	29
	1.9	References to Agreements and Laws	30
	1.10	Letter of Credit Amounts	30
SECTION 2		CREDIT FACILITIES	30
	2.1	Term Loans	30
	2.2	Revolving Loans	31
	2.3	Letter of Credit Subfacility	35
	2.4	Swing Line Loans Subfacility	41
	2.5	Competitive Bid Loans Subfacility	42
	2.6	[Intentionally Omitted]	45
	2.7	Continuations and Conversions	45
	2.8	Minimum Amounts	45
SECTION 3		GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT	46
	3.1	Interest	46
	3.2	Place and Manner of Payments	46
	3.3	Prepayments	47
	3.4	Fees	48
	3.5	Payment in full at Maturity	50
	3.6	Computations of Interest and Fees	50
	3.7	Pro Rata Treatment	51
	3.8	Sharing of Payments	52
	3.9	Capital Adequacy/Regulation D	53
	3.10	Inability To Determine Interest Rate	53
	3.11	Illegality	53
	3.12	Requirements of Law	54
	3.13	Taxes	54
	3.14	Compensation	57
	3.15	Determination and Survival of Provisions	58
	3.16	Notification by Lenders	58
	3.17	Mitigation; Mandatory Assignment	59
SECTION 4		GUARANTY	59
	4.1	Guaranty of Payment	59
	4.2	Obligations Unconditional	59
	4.3	Modifications	60

i

TABLE OF CONTENTS
(continued)

			Page
	4.4	Waiver of Rights	61
	4.5	Reinstatement	61
	4.6	Remedies	61
	4.7	Limitation of Guaranty	61
	4.8	Rights of Contribution	62
	4.9	Release of Guarantors	62
SECTION 5		CONDITIONS PRECEDENT	62
	5.1	Closing Conditions to Extensions of Credit Made on the Closing Date	62
	5.2	Conditions to All Other Extensions of Credit	64
SECTION 6		REPRESENTATIONS AND WARRANTIES	65
	6.1	Organization and Good Standing	65
	6.2	Due Authorization	66
	6.3	Enforceable Obligations	66
	6.4	No Conflicts	66
	6.5	Consents	66
	6.6	Financial Condition	67
	6.7	Intentionally Omitted	67
	6.8	Disclosure	67
	6.9	No Default	67
	6.10	Litigation	67
	6.11	Taxes	67
	6.12	Compliance with Law	68
	6.13	Licensing and Accreditation	68
	6.14	Title to Properties, Liens	69
	6.15	Insurance	69
	6.16	Use of Proceeds	69
	6.17	Government Regulation	69
	6.18	ERISA	69
	6.19	Environmental Matters	70
	6.20	Intellectual Property	71
	6.21	Subsidiaries	72
	6.22	Solvency	72
	6.23	Taxpayer Identification Number	72
SECTION 7		AFFIRMATIVE COVENANTS	72
	7.1	Information Covenants	72
	7.2	Financial Covenants	76
	7.3	Preservation of Existence and Franchises	76
	7.4	Books and Records	77
	7.5	Compliance with Law	77
	7.6	Payment of Taxes and Other Indebtedness	77
	7.7	Insurance	78
	7.8	Maintenance of Property	78
	7.9	Performance of Obligations	78

ii

TABLE OF CONTENTS
(continued)

			Page
	7.10	Use of Proceeds	78
	7.11	Audits/Inspections	78
	7.12	Additional Credit Parties	79
	7.13	Compliance Program	79
SECTION 8		NEGATIVE COVENANTS	79
	8.1	Indebtedness	80
	8.2	Liens	81
	8.3	Nature of Business	81
	8.4	Consolidation and Merger	81
	8.5	Sale or Lease of Assets	81
	8.6	Investments	82
	8.7	Transactions with Affiliates	82
	8.8	Fiscal Year; Accounting; Organizational Documents	82
	8.9	Stock Repurchases	83
	8.10	Sale/Leasebacks	83
SECTION 9		EVENTS OF DEFAULT	83
	9.1	Events of Default	84
	9.2	Acceleration; Remedies	86
	9.3	Allocation of Payments After Event of Default	87
SECTION 10		AGENCY PROVISIONS	88
	10.1	Appointment	88
	10.2	Delegation of Duties	89
	10.3	Exculpatory Provisions	89
	10.4	Reliance on Communications	90
	10.5	Notice of Default	90
	10.6	Non-Reliance on Administrative Agent and Other Lenders	91
	10.7	Indemnification	92
	10.8	Administrative Agent in Its Individual Capacity	92
	10.9	Successor Agent	92
	10.10	Agent May File Proofs of Claim	93
SECTION 11		MISCELLANEOUS	93
	11.1	Notices, Etc	94
	11.2	Right of Set-Off	96
	11.3	Benefit of Agreement	96
	11.4	No Waiver; Remedies Cumulative	101
	11.5	Payment of Expenses; Indemnification	101
	11.6	Amendments, Waivers and Consents	103
	11.7	Counterparts	104
	11.8	Headings	104
	11.9	Defaulting Lender	104
	11.10	Survival of Indemnification	105
	11.11	Governing Law; Venue; Jurisdiction	105
	11.12	Waiver of Jury Trial; Waiver of Consequential Damages	106

iii

TABLE OF CONTENTS
(continued)

		Page
11.13	Severability	106
11.14	Further Assurances	106
11.15	Confidentiality	106
11.16	Entirety	107
11.17	Binding Effect; Continuing Agreement	107
11.18	USA Patriot Act Notice	108
11.19	No Advisory or Fiduciary Responsibility	108
11.20	Judgment Currency	109

iv

SCHEDULES
Schedule 1.01	Mandatory Cost Formulae
Schedule 1.1(a)	Commitment Percentages/Lending Offices
Schedule 2.3(c)	Existing Letters of Credit
Schedule 6.10	Litigation
Schedule 6.21	Subsidiaries
Schedule 6.23	Taxpayer Identification Number
Schedule 8.1	Indebtedness
Schedule 8.2	Liens
Schedule 8.6	Investments
Schedule 8.7	Affiliate Transactions
Schedule 11.1	Notices
EXHIBITS
Exhibit 2.1(c)	Form of Term Note
Exhibit 2.2(b)	Form of Notice of Borrowing
Exhibit 2.2(f)	Form of Revolving Note
Exhibit 2.4(b)	Form of Swing Line Loan Request
Exhibit 2.4(d)	Form of Swing Line Note
Exhibit 2.5(b)	Form of Competitive Bid Request
Exhibit 2.5(g)	Form of Competitive Bid Loan Note
Exhibit 2.7	Form of Notice of Continuation/Conversion
Exhibit 7.1(c)	Form of Officer’s Certificate
Exhibit 7.12	Form of Joinder Agreement
Exhibit 11.3(b)	Form of Assignment and Assumption

CREDIT AGREEMENT

          THIS CREDIT AGREEMENT (this “Credit Agreement”), is entered into as of May 31, 2007 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), certain of the Subsidiaries of the Borrower (individually a “Guarantor” and collectively the “Guarantors”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”) as syndication agent (in such capacity, the “Syndication Agent”), for the Lenders, Barclays Bank PLC, JPMorgan Chase Bank, NA., Merrill Lynch Bank, USA and Wachovia Bank, National Association, as the co-documentation agents for the Lenders (in such capacities, the “Co-Documentation Agents”) for the Lenders and Morgan Stanley and Banc of America Securities LLC, as the joint lead arrangers and joint lead bookrunners (in such capacities, the “Lead Arrangers”).

RECITALS

          WHEREAS, the Borrower, Ace Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower (“Merger Sub”) and Ameripath Group Holdings, Inc. (“Ameripath) have entered into that certain Agreement and Plan of Merger, dated as of April 15, 2007 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, among other things, (i) the Borrower will acquire Ameripath by means of a merger (the “Merger”) of Merger Sub and Ameripath (the “Ameripath Acquisition”), with Ameripath being the surviving company of the Merger and the Borrower being the 100% owner of all Capital Securities of Ameripath immediately upon the effectiveness of the Merger and (ii) in connection with the Ameripath Acquisition, the Borrower will repay (or cause to be repaid) (a) certain Indebtedness of Ameripath and its Subsidiaries (the “Ameripath Refinancing”) and (b) certain Indebtedness of the Borrower and its Subsidiaries (the “Borrower Refinancing” and, together with Ameripath Refinancing, the “Refinancing”);

          WHEREAS, for purposes of consummating the Ameripath Acquisition, the Refinancing, paying related fees, costs and expenses, and providing financing for the post-Merger working capital and general corporate needs of the Borrower and its Subsidiaries, including acquisitions (collectively, the “Transaction”), the Borrower has requested the following financing facilities:

          (i) (a) a $1,600,000,000 term loan facility (the “Term Loan Facility”) and (b) a $750,000,000 revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan Facility, the “Senior Credit Facilities”); and

          (ii) a $1,000,000,000 bridge loan facility; and

          WHEREAS, the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to provide the Senior Credit Facilities;

          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS AND ACCOUNTING TERMS

                    1.1 Definitions.

          As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

          “Acquisition” means the acquisition by any Person of (a) more than 50% of the Capital Stock of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a line of business of another Person, in each case whether or not involving a merger or consolidation with such other Person.

          “Additional Credit Party” means each Person that becomes a Guarantor after the Closing Date, as provided in Section 7.12 or otherwise.

          “Administrative Agent” means Bank of America, N.A. (or any successor thereto) or any successor administrative agent appointed pursuant to Section 10.9.

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

          “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (b) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

          “Affiliated Practice” means any physician-owned professional organization, association or corporation that employs or contracts with physicians engaged in a pathology or other medical practice and has entered into a Management Services Agreement with the Borrower or any of its Subsidiaries.

          “Agency Services Address” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.1 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time designate by notice to the Borrower and the Lenders.

2

          “Agent-Related Person” means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, BAS), and their respective officers, directors, employees, agents, counsel and attorneys-in-fact.

          “Agents” means Bank of America N.A., in its capacity as Administrative Agent, Morgan Stanley Senior Funding, Inc., in its capacity as Syndication Agent, Barclays Bank PLC, in its capacity as Co-Documentation Agent, JPMorgan Chase Bank, N.A., , in its capacity as Co-Documentation Agent, Merrill Lynch Bank, USA, in its capacity as Co-Documentation Agent, and Wachovia Bank, National Association in its capacity as Co-Documentation Agent.

          “Alternative Currency” means Euro, Sterling and each other currency (other than Dollars) that is approved in accordance with Section 1.7.

          “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

          “Ameripath Acquisition” has the meaning given to it in the first recital.

          “Ameripath Refinancing” has the meaning given to it in the first recital.

          “Applicable Percentage” means the appropriate applicable percentages corresponding to the Debt Rating of the Borrower in effect from time to time as described below:

Pricing Level	Debt Rating	Applicable Percentage for Eurocurrency Rate Revolving Loans		Applicable Percentage for Eurocurrency Rate Term Loans		Applicable Percentage for Standby Letter of Credit Fees		Applicable Percentage for Facility Fee on the Revolving Credit Facility Commitments
I	³ BBB+ from S&P/ ³ Baa1 from Moody’s	.320	%	.400	%	.320	%	.080	%
II	³BBB but < BBB+ from S&P/ ³Baa2 but <Baa1 from Moody’s	.400	%	.500	%	.400	%	.100	%
III	³BBB- but <BBB from S&P/ ³Baa3 but <Baa2 from Moody’s	.500	%	.625	%	.500	%	.125	%
IV	³BB+ but < BBB- from S&P/ ³Ba1 but <Baa3 from Moody’s	.575	%	.750	%	.575	%	.175	%
V	<BB+ or unrated by S&P/ <Ba1 or unrated by Moody’s	1.00	%	1.250	%	1.00	%	.250	%

The Applicable Percentage for the Eurocurrency Rate Revolving Loans, the Eurocurrency Rate Term Loans, the Letter of Credit Fees and the Facility Fees shall, in each case, be determined and adjusted on the date (each a “Calculation Date”) one Business Day after the date on which the Borrower’s Debt Rating is upgraded or downgraded in a manner which requires a change in the then applicable Pricing Level set forth above. If at any time there is a split in the Borrower’s Debt Ratings between S&P and Moody’s, the Applicable Percentages shall be determined by the higher of the two Debt Ratings (i.e. the lower

3

pricing); provided that if the two Debt Ratings are more than one level apart, the Applicable Percentage shall be based on the Debt Rating which is one level higher than the lower rating. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentage shall be applicable to all existing Eurocurrency Rate Loans and Letters of Credit as well as any new Eurocurrency Rate Loans made or Letters of Credit issued.

          “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

          “Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit 11.3(b).

          “Attorney Costs” means all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost of internal legal services and all disbursements of internal counsel.

          “Attributable Debt” means, with respect to a Sale and Leaseback Transaction, an amount equal to the lesser of: (a) the fair market value of the Principal Property (as determined in good faith by the Borrower’s board of directors); and (b) the present value of the total net amount of rent payments to be made under the lease during its remaining term, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually.

          “Authorized Officer” means any of the chief executive officer, president, chief financial officer, corporate controller, treasurer or assistant treasurer of the Borrower.

          “Bank of America” means Bank of America, N.A. or any successor thereto.

          “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

          “BAS” means Banc of America Securities LLC.

          “Base Rate” means, for any day, the rate per annum equal to the greater of (a) the Federal Funds Rate in effect on such day plus ½ of 1% or (b) the Prime Rate in effect on such day. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without

4

regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective at the opening of business on the day specified in the public announcement of such change.

          “Base Rate Loan” means any Loan bearing interest at a rate determined by reference to the Base Rate.

          “BBA LIBOR” is defined within the definition of “Eurocurrency Rate”.

          “Borrower” means Quest Diagnostics Incorporated, a Delaware corporation, together with any successors and permitted assigns.

          “Borrower Materials” has the meaning set forth in Section 7.1(i).

          “Borrower Refinancing” has the meaning given to it in the first recital.

          “Bridge Credit Agreement” means the Bridge Credit Agreement, dated as of the date hereof, among the Borrower, the lenders party thereto and the Agents.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Agency Service Address with respect to Loans denominated in Dollars is located and:

          (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

          (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

          (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

          (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

5

          “Businesses” has the meaning set forth in Section 6.19(a)(i).

          “Calculation Date” has the meaning set forth in the definition of Applicable Percentage.

          “CAP” means the College of American Pathologists.

          “Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

          “Capital Stock” means (a) in the case of a corporation, all classes of capital stock of such corporation, (b) in the case of a partnership, partnership interests (whether general or limited), (c) in the case of a limited liability company, membership interests and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than eighteen months from the date of acquisition, (b) Dollar denominated time and demand deposits, certificates of deposit and banker’s acceptances of (i) any Lender, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) Investments in tax-exempt municipal bonds rated A (or the equivalent thereof) or better by S&P or MIG2 (or the equivalent thereof) or better by Moody’s, (f) auction rate securities rated AA or better by S&P or Moody’s, in either case with a reset of no longer than 90 days and (g) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (f).

          “Cash Interest Expenses” means all Interest Expense actually paid in cash by the Borrower and its Subsidiaries.

          “CHAMPUS” means the United States Department of Defense Civilian Health and Medical Program of the United States or any successor thereto including, without limitation, TRICARE.

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          “Change of Control” means either of the following events:

          (a) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), by way of merger, consolidation or otherwise of 35% or more of the Voting Stock of the Borrower on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of the Borrower convertible into or exercisable for Voting Stock of the Borrower (whether or not such securities are then currently convertible or exercisable); or

          (b) during any period of twelve calendar months, individuals who at the beginning of such period constituted the board of directors of the Borrower together with any new members of such board of directors whose elections by such board or board of directors or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the members of such board of directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the directors of the Borrower then in office.

          “CLIA” means the Clinical Laboratory Improvement Amendment as set forth at 42 U.S.C. 263a and the regulations promulgated thereunder, as amended.

          “Closing Date” means the date on which the conditions set forth in Section 5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders) and on which the initial Loans shall have been made and/or the initial Letters of Credit shall have been issued.

          “CMS” means the Centers for Medicare and Medicaid Services of HHS, any successor thereof and any predecessor thereof, including the HCFA.

          “Co-Documentation Agents” has the meaning given to it in the preamble.

          “Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time.

          “Commitments” means, without duplication, (a) the commitment of each Lender with respect to the Term Loan Committed Amount (b) the commitment of each Lender with respect to the Revolving Committed Amount, (c) the commitment of the Issuing Lender with respect to the LOC Committed Amount, (d) the commitment of the Swing Line Lender with respect to the Swing Line Committed Amount and (e) the commitment of each Lender with respect to the Incremental Revolving Committed Amount.

          “Company” has the meaning given to it in the preamble.

          “Competitive Bid” means an offer by a Lender to make a Competitive Bid Loan pursuant to Section 2.5.

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          “Competitive Bid Fee” means $1,000 for each Competitive Bid Request.

          “Competitive Bid Loan” means a loan made by a Lender in its discretion pursuant to Section 2.5.

          “Competitive Bid Loan Notes” means the promissory notes of the Borrower in favor of each Lender evidencing the Competitive Bid Loans provided pursuant to Section 2.5, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented or replaced from time to time and as evidenced in the form of Exhibit 2.5(g).

          “Competitive Bid Rate” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.5, the rate of interest offered by the Lender making the Competitive Bid.

          “Competitive Bid Request” means a request by the Borrower for Competitive Bids in the form of Exhibit 2.5(b).

          “Credit Agreement” has the meaning given to it in the preamble.

          “Credit Documents” means this Credit Agreement, the Notes, any Joinder Agreement, the LOC Documents, any Notice of Borrowing, any Competitive Bid Request and any Swing Line Loan Request.

          “Credit Exposure” has the meaning set forth in the definition of Required Lenders in this Section 1.1.

          “Credit Parties” means the Borrower and the Guarantors and “Credit Party” means any one of them.

          “Credit Party Obligations” means, without duplication, all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender and the Swing Line Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes, or any of the other Credit Documents.

          “Debt Rating” means the long-term senior unsecured, non-credit enhanced debt rating of the Borrower from S&P and Moody’s.

          “Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

          “Defaulting Lender” means, at any time, any Lender that, (a) has failed to make a Loan or purchase a Participation Interest required pursuant to the terms of this Credit Agreement (but only for so long as such Loan is not made or such Participation Interest is not purchased), (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement (but only for so long as such amount has not been repaid) or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

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          “Dividends” means any payment of dividends or any other distribution upon any shares of any class of Capital Stock of the Borrower.

          “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

          “Dollars” and “$” means dollars in lawful currency of the United States of America.

          “Domestic Subsidiary” means each direct and indirect Subsidiary of the Borrower that is domiciled or organized under the laws of any State of the United States or the District of Columbia.

          “EBITDA” means, for any period, with respect to the Borrower and its Subsidiaries on a consolidated basis, (a) Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains and losses (including any gain or loss from the sale of Property)) plus (b) an amount which, in the determination of Net Income for such period, has been deducted for (i) Interest Expense for such period, (ii) total Federal, state, foreign or other income or franchise taxes for such period, (iii) all depreciation and amortization for such period, (iv) other items of expense during such period that do not involve a cash payment at any time (other than the provision for bad debt in connection with uncollectible accounts receivable), (v) cash charges during such period for which the Borrower and its Subsidiaries are reimbursed by a third party during such period, (vi) special or restructuring items during any such period included in Net Income that do not involve a cash payment during such period (collectively, “Non-Cash Items”) and (vii) expenses charged pursuant to FAS 123(R), as promulgated in accordance with GAAP, during such period minus (c) any actual cash payments during the applicable period related to Non-Cash Items expensed or reserved under clauses (v) and (vi) above plus (d) Tender Costs during such period; provided that, for purposes of calculating the Leverage Ratio and the Interest Coverage Ratio hereunder, EBITDA shall be calculated as if Ameripath and its Subsidiaries were Subsidiaries of the Borrower on the Closing Date and during the twelve-month period preceding such date unless, in the case of any Subsidiary of Ameripath which has not been a Subsidiary for the entire twelve-month period preceding the Closing Date, such lesser period of time.

          “Eligible Assets” means any assets or any business (or any substantial part thereof) used or useful in the same or a similar line of business as the Borrower and its Subsidiaries are engaged on the date hereof or other healthcare-related businesses or businesses reasonably related thereto.

          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund and (d) any other Person approved by the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Borrower (such approval not to be unreasonably withheld or delayed); provided that (i) the Borrower’s consent is not required during the existence and continuation of a Default or an Event of Default, (ii) approval by the Borrower shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from the Borrower within five Business Days after notice of such proposed assignment has been delivered to the Borrower; (iii) neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee; and (iv) no competitor of the Borrower shall qualify as an Eligible Assignee.

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          “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

          “Environmental Laws” means any current or future legally enforceable requirement of any Governmental Authority pertaining to (a) the protection of the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

          “ERISA Affiliate” means an entity, whether or not incorporated, which is treated as a single employer with the Borrower or any Subsidiary of the Borrower under Sections 414(b) or (c) of the Code and solely for purposes of Section 412 of the Code under Section 414(m) of the Code.

          “ERISA Event” means (a) with respect to any Single Employer or Multiple Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (b) the withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate or the actual termination of any Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the complete or partial withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (g) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (h) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

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          “Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

          “Eurocurrency Rate” means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

          “Eurocurrency Reserve Percentage” means, with respect to each Lender, the percentage (expressed as a decimal) applicable to such Lender which is in effect from time to time under Regulation D as the reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to its Eurocurrency liabilities, as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurocurrency Rate Loans is determined). Eurocurrency Rate Loans made by a Lender shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements, if applicable, without benefits of credits for proration, exceptions or offsets that may be available from time to time to such Lender.

          “Event of Default” means any of the events or circumstances specified in Section 9.1.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time.

          “Existing Letters of Credit” means the letters of credit described on Schedule 2.3(c).

          “Extension of Credit” means, as to any Lender, the making of a Loan by such Lender (or a participation therein by a Lender) or the issuance or increase in the face amount of, or participation in, a Letter of Credit by such Lender.

          “Facility Fees” means the fees payable to the Lenders pursuant to Section 3.4(a).

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          “Federal Funds Rate” means for any day the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

          “Fee Letter” means that certain letter agreement dated as of April 23, 2007 among the Borrower, BAS, Bank of America and Morgan Stanley.

          “Foreign Subsidiary” means each direct and indirect Subsidiary of the Borrower that is not a Domestic Subsidiary.

          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

          “Funded Debt” means, without duplication, the sum of (a) all Indebtedness of the Borrower and its Subsidiaries for borrowed money, (b) all purchase money Indebtedness of the Borrower and its Subsidiaries, (c) the principal portion of all obligations of the Borrower and its Subsidiaries under Capital Leases, (d) all drawn but unreimbursed amounts under all letters of credit (other than letters of credit supporting trade payables in the ordinary course of business) issued for the account of the Borrower or any of its Subsidiaries, (e) all Funded Debt of another Person secured by a Lien on any Property of the Borrower and its Subsidiaries whether or not such Funded Debt has been assumed by a Borrower or any of its Subsidiaries, (f) all Funded Debt of any partnership or unincorporated joint venture to the extent the Borrower or one of its Subsidiaries is legally obligated with respect thereto and (g) the amount of principal attributable under any outstanding Synthetic Lease. It is understood and agreed that Indebtedness incurred pursuant to Hedging Agreements is not Funded Debt.

          “GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

          “Government Acts” has the meaning set forth in Section 2.3(j)(i).

          “Governmental Authority” means any, Federal, state, local, provincial or foreign court or governmental agency, authority (including executive authority), instrumentality or regulatory body.

          “Granting Lender” has the meaning set forth in Section 11.3(g).

          “Guarantor” means each of the Material Domestic Subsidiaries of the Borrower, any other Subsidiary of the Borrower that guaranties any Pari Passu Debt and each Additional Credit Party, together with their successors and assigns.

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          “Guaranty” means the guaranty of the Credit Party Obligations provided by the Guarantors pursuant to Section 4.

          “Guaranty Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any Property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

          “Hazardous Materials” means any substance, material or waste defined in or regulated under any Environmental Laws.

          “HCFA” means the United States Health Care Financing Administration and any successor thereto, including CMS.

          “Hedging Agreements” means, collectively, interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, in each case, entered into or purchased by a Credit Party.

          “HHS” means the United States Department of Health and Human Services and any successor thereof.

          “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936 and regulations promulgated thereunder, as amended from time to time.

          “Incremental Revolving Loans” has the meaning given to it in Section 2.2(e)(i).

          “Incremental Revolving Loan Commitment” has the meaning given to it in Section 2.2(e)(i).

          “Incremental Revolving Committed Amount” has the meaning given to it in Section 2.2(e)(i).

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of

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such Person under conditional sale or other title retention agreements relating to Property purchased by such Person to the extent of the value of such Property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) Capital Leases and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares, (i) all net obligations of such Person in respect of Hedging Agreements, (j) the maximum amount of all performance and standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), and (k) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture in which such Person is legally obligated.

          “Indemnified Liabilities” has the meaning set forth in Section 11.5(b)(i).

          “Indemnitees” has the meaning set forth in Section 11.5(b)(i).

          “Intellectual Property” has the meaning set forth in Section 6.20.

          “Information” is defined in Section 11.15.

          “Interest Coverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) EBITDA for the twelve month period ending on such date to (b) Cash Interest Expense for the twelve month period ending on such date.

          “Interest Expense” means, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, all interest expense, including, without duplication, the interest component under Capital Leases, as determined in accordance with GAAP.

          “Interest Payment Date” means (a) as to Base Rate Loans and Swing Line Loans, the last day of each calendar quarter and the Maturity Date, (b) as to Eurocurrency Rate Loans, the last day of each applicable Interest Period and the Maturity Date and in addition, where the applicable Interest Period for a Eurocurrency Rate Loan is greater than three months, then also the date three months from the beginning of the Interest Period and each three months thereafter and (c) as to Competitive Bid Loans, on the last day of the Interest Period for each Competitive Bid Loan and on

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the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurocurrency Rate Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day.

          “Interest Period” means (a) as to Eurocurrency Rate Loans, a period of one, two, three or six months’ duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions thereof) and (b) as to Competitive Bid Loans, a period beginning on the date the Competitive Bid Loan is made and ending on the date specified in the respective Competitive Bid whereby the offer to make the Competitive Loan was extended, which shall not be less than 14 days nor more than 180 days duration; provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

          “Investment” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits or advances made in connection with the purchase of equipment or other assets or services in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

          “Issuing Lender” means Bank of America.

          “Issuing Lender Fees” has the meaning set forth in Section 3.4(b)(ii).

          “Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit 7.12.

          “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “Lead Arrangers” has the meaning given to it in the preamble.

          “Lender” means any of the Persons identified as a “Lender” on the signature pages hereto, and any Eligible Assignee which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns.

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          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such on Schedule 1.1(a), or such other office or offices as a Lender may from time notify to the Borrower and the Administrative Agent.

          “Letter of Credit” means any letter of credit issued for the account of the Borrower by the Issuing Lender pursuant to Section 2.3, as such letter of credit may be amended, modified, extended, renewed or replaced.

          “Letter of Credit Fees” has the meaning set forth in Section 3.4(b)(i).

          “Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) Funded Debt on such date to (b) EBITDA for the twelve month period ending on such date.

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof (other than operating leases).

          “Loan” or “Loans” means the Term Loans, the Revolving Loans, the Competitive Bid Loans and the Swing Line Loans (or any portion thereof), individually or collectively, as appropriate.

          “Loan Participant” has the meaning set forth in Section 11.3(d).

          “LOC Commitment” means the commitment of the Issuing Lender to issue Letters of Credit for the account of the Borrower in an aggregate face amount outstanding (together with the amounts of any unreimbursed drawings thereon) at any time of up to the LOC Committed Amount.

          “LOC Committed Amount” means ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).

          “LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk or (b) any collateral security for such obligations.

          “LOC Obligations” means, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

          “Management Services Agreement” means a written management agreement entered into by the Borrower or any of its Subsidiaries in connection with an Affiliated Practice, which agreement has been approved in accordance with the Borrower’s customary policies and procedures (as then in effect) for similar contracts and agreements.

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          “Mandatory Borrowing” has the meaning set forth in Section 2.3(e).

          “Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01.

          “Material Adverse Effect” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of a Credit Party to perform its obligations under this Credit Agreement or any of the other Credit Documents, or (c) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the Lenders hereunder or thereunder taken as a whole.

          “Material Domestic Subsidiary” means any wholly-owned Domestic Subsidiary of the Borrower that, directly or indirectly, (a) owns assets in excess of $20,000,000 or (b) has annual revenues, as of the most recently ended fiscal year of the Borrower, in excess of two percent (2%) of the total revenues of the Borrower and its Subsidiaries on a consolidated basis; provided that neither Quest Receivables nor any Affiliated Practice shall be deemed to be a Material Domestic Subsidiary; and provided further that neither Ameripath nor any of its wholly-owned Domestic Subsidiaries that would otherwise qualify as a Material Domestic Subsidiary on the date hereof shall be deemed to be a Material Domestic Subsidiary for purposes of Section 7.12(a) hereof until the date that the 10½% Subordinated Note Tender Offer shall have been consummated.

          “Maturity Date” means the fifth anniversary of the Closing Date.

          “Medicaid” shall mean that entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria.

          “Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier under which the health care provider or supplier agrees to provide services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

          “Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting Medicaid and any statutes succeeding thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each case as may be amended, supplemented or otherwise modified from time to time.

          “Medical Reimbursement Programs” shall mean the Medicare, Medicaid, CHAMPUS and TRICARE programs and any other healthcare program operated by or financed in whole or in part

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by any foreign, domestic, federal, state or local government and any other non-government funded third party payor programs.

          “Medicare” shall mean that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled individuals.

          “Medicare Provider Agreement” means an agreement entered into between CMS or other such entity administering the Medicare program on behalf of CMS, and a health care provider or supplier under which the health care provider or supplier agrees to provide services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

          “Medicare Regulations” shall mean, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including, without limitation, the HHS, CMS, the OIG, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

          “Merger” has the meaning given to it in the first recital.

          “Merger Agreement” has the meaning given to it in the first recital.

          “Merger Sub” has the meaning given to it in the first recital.

          “Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

          “Morgan Stanley” has the meaning given to it in the preamble.

          “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

          “Multiple Employer Plan” means a Plan covered by Title IV of ERISA (other than a Multiemployer Plan) in which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate and at least one employer other than the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing sponsors.

          “Net Income” means, for any period, the net income after taxes for such period of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP and without duplication.

          “Non-Cash Items” has the meaning set forth in the definition of EBITDA in Section 1.1.

          “Non-Consenting Lender” has the meaning set forth in Section 11.6.

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          “Non-Material Domestic Subsidiary” means any wholly-owned Domestic Subsidiary that is not a Guarantor other than Quest Receivables and any Affiliated Practice.

          “Note” or “Notes” means the Term Notes, the Revolving Notes, the Competitive Bid Loan Notes and the Swing Line Loan Note, individually or collectively, as appropriate.

          “Notice of Borrowing” means a request by the Borrower for a Loan, in the form of Exhibit 2.2(b).

          “Notice of Continuation/Conversion” means a request by the Borrower to continue an existing Eurocurrency Rate Loan to a new Interest Period or to convert a Eurocurrency Rate Loan to a Base Rate Loan or a Base Rate Loan to a Eurocurrency Rate Loan, in the form of Exhibit 2.5.

          “OIG” means the Office of Inspector General of HHS and any successor thereof.

          “Other Taxes” has the meaning given to it in Section 3.13(b).

          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Lender, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

          “Pari Passu Debt” means all unsecured indebtedness of the Borrower.

          “Participants” means Lenders with a Revolving Loan Commitment Percentage greater than zero.

          “Participating Member State” means each state so described in any EMU Legislation.

          “Participation Interest” means the Extension of Credit by a Lender by way of a purchase of a participation in (a) Letters of Credit or LOC Obligations as provided in Section 2.3, (b) Swing Line Loans as provided in Section 2.4 or (c) any Loans as provided in Section 3.8.

          “Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended and supplemented from time to time.

          “Patriot Act Disclosures” means all documentation and other information available to the Borrower or its Subsidiaries which a Lender, if subject to the Patriot Act, is required to provide pursuant to the applicable section of the Patriot Act and which required documentation and information the Administrative Agent or any Lender reasonably requests in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

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          “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

          “Permitted Acquisition” means an Acquisition by the Borrower or any of its Subsidiaries; provided that (a) substantially all of the Property acquired (or the Property of the Person acquired) in such Acquisition constitutes Eligible Assets (or goodwill associated therewith), (b) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person or its parent shall have duly approved such Acquisition, (c) on the date of such Acquisition no Event of Default exists, (d) after giving effect to such Acquisition, no Default or Event of Default shall exist, (e) if such Acquisition involves the formation of a new Subsidiary of the Borrower, such Subsidiary complies with Section 7.12, (f) such Acquisition is undertaken in accordance with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees and awards to which any party to such Acquisition may be subject and (g) the Borrower shall have delivered to the Administrative Agent a compliance certificate for the period of four full fiscal quarters immediately preceding such acquisition (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to the consummation of such acquisition and evidence compliance with the covenants set forth in Section 7.2.

          “Permitted Investments” means Investments which constitute the following: (a) cash or Cash Equivalents, (b) trade accounts receivable created, acquired or made in the ordinary course of business, (c) inventory, raw materials, general intangibles and other current assets acquired in the ordinary course of business, (d) Investments by the Borrower or one of its Subsidiaries in each other, (e) Permitted Acquisitions, (f) advances to management personnel and employees in the ordinary course of business, (g) Investments existing as of the date hereof; provided that any such Investment in excess of $2,000,000 is set forth on Schedule 8.6, (h) Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with any conveyance, sale, lease, assignment, transfer or other disposition of any Property by the Borrower or one of its Subsidiaries to any Person, and which are permitted hereunder, and (i) any other Investment as long as (i) on the date of such Investment, no Event of Default exists and (ii) after giving effect to such Investment no Default or Event of Default shall exist.

          “Permitted Liens” means (a) Liens securing Credit Party Obligations, if any, (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale, collection, levy or loss on account thereof), (c) Liens in respect of Property imposed by law arising in the ordinary course of business such as materialmen’s, mechanics’, warehousemen’s, carrier’s, landlords’ and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof), (d) Liens (other than Liens imposed under ERISA) consisting of pledges or deposits made in the ordinary course of business to secure payment of worker’s compensation insurance, unemployment insurance, pensions or social security programs, (e) Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of

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the payment of borrowed money), (f) Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds, (g) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered Property for its intended purposes, (h) judgment Liens that would not constitute an Event of Default, (i) Liens in connection with Indebtedness of the type permitted by Section 8.1(e) incurred by any Subsidiary, (j) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution, (k) Liens existing on the date hereof and identified on Schedule 8.2, (I) Liens upon Property acquired (or the Property of a Subsidiary that is acquired) after the Closing Date by the Borrower or its Subsidiaries, which Liens either (i) existed on such Property before the time of such acquisition and was not created in anticipation thereof or (ii) were created solely for the purpose of securing Indebtedness representing, or incurred to finance or refinance, the cost of such Property or improvements thereon; provided, however; that (A) no such Lien shall extend to or cover any Property of any Credit Party other than the Property so acquired and improvements thereon and proceeds thereof, (B) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the fair market value of such Property at the time it was acquired or constructed and (C) the Indebtedness secured by any such Lien is permitted hereunder; provided that (x) no such Lien shall extend to any Property other than the Property subject thereto on the closing date of such acquisition and (y) the principal amount of the Indebtedness secured by such Liens shall not be increased, (m) Liens in connection with Permitted Receivables Financing, (n) Liens with respect to lease filings for notice purposes only, (o) Liens on purchase money Indebtedness incurred by the Borrower in an amount not to exceed, in the aggregate, $100,000,000 less Indebtedness incurred by Subsidiaries of the Borrower pursuant to Section 8.1(e), (p) Liens on Property of non-wholly owned Subsidiaries of the Borrower incurred to finance working capital, (q) Liens on Property of Foreign Subsidiaries securing Indebtedness of the type permitted by Section 8.1(k) incurred by Foreign Subsidiaries, and (r) renewals and extensions of the foregoing so long as such Lien (i) does not cover any additional Property, (ii) does not secure additional Indebtedness and (iii) is not otherwise prohibited by this Credit Agreement.

          “Permitted Receivables Financing” means any transaction entered into pursuant to documentation reasonably acceptable to the Administrative Agent in which (a) one or more Credit Parties sells, conveys or otherwise transfers to Quest Receivables and (b) Quest Receivables sells, conveys or otherwise transfers to any other Person or grants a security interest to any Person in, any Receivables (whether now existing or hereafter acquired) of a Credit Party, and any assets related thereto including all collateral securing such Receivables, all contracts and all Guaranty Obligations or other obligations in respect of such Receivables, all proceeds of such Receivables and all other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables.

          “Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.

          “Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Borrower, any Subsidiary of the Borrower or any

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ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.

          “Platform” has the meaning given thereto in Section 7.1(i).

          “Prime Rate” means the per annum rate of interest established from time to time by the Administrative Agent at its principal office in Charlotte, North Carolina (or such other principal office of the Administrative Agent as communicated in writing to the Borrower and the Lenders) as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on some loans which may be priced at, above or below such announced rate and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

          “Principal Property” means any real property and any related buildings, fixtures or other improvements located in the United States owned by the Borrower or its Subsidiaries (a) on or in which one of its 30 largest domestic clinical laboratories conducts operations, as determined by net revenues for the four most recent fiscal quarters for which financial statements have been filed with the Securities and Exchange Commission, or (b) the net book value of which at the time of the determination exceeds 1% of Total Assets.

          “Projections” has the meaning given thereto in Section 5.1(j).

          “Property” means any right, title or interest in or to any property or asset of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

          “Public Lender” has the meaning given thereto in Section 7.1(i).

          “Quest Receivables” means Quest Diagnostics Receivables Incorporated, a Delaware corporation, a wholly-owned, bankruptcy-remote, special purpose Subsidiary of the Borrower.

          “Real Properties” has the meaning given thereto in Section 6.19.

          “Receivable” means the indebtedness and payment obligations of any Person to any Credit Party or acquired by any Credit Party (including obligations constituting an account or general intangible or evidenced by a note, instrument, contract, security agreement, chattel paper or other evidence of indebtedness or security) arising from a sale of merchandise or the provision of services in the ordinary course of business by such Credit Party or the Person from which such indebtedness and payment obligation were acquired by any Credit Party, including (a) any right to payment for goods sold or for services rendered and (b) the right to payment of any interest, sales taxes, finance charges, returned check or late charges and other obligations of such Person with respect thereto.

          “Refinancing” has the meaning given to it in the first recital.

          “Register” has the meaning given to it in Section 11.3(c).

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          “Regulation T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation or by the PBGC.

          “Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes hereof, the term “Credit Exposure” as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the sum of (x) the Revolving Loan Commitment Percentage of such Lender multiplied by the Revolving Committed Amount and (y) the Term Loan Commitment Percentage of such Lender multiplied by the Term Loan Committed Amount and (b) at any time after the termination of the Commitments, the sum of (i) the principal balance of the outstanding Loans of such Lender plus (ii) such Lender’s Participation Interests in the face amount of the outstanding Letters of Credit and outstanding Swing Line Loans.

          “Requirement of Law” means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material Property is subject.

          “Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.7, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Lender under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent or the Issuing Lender shall determine or the Required Lenders shall require.

          “Revolving Committed Amount” means SEVEN HUNDRED AND FIFTY MILLION DOLLARS ($750,000,000) or such lesser amount to which the Revolving Committed Amount may be reduced pursuant to Section 2.2(d) or increased pursuant to Section 2.2(e).

          “Revolving Credit Facility” has the meaning given to it in the second recital.

          “Revolving Loan Commitment Percentage” means, for each Lender, the percentage identified as its Revolving Loan Commitment Percentage on Schedule 1.1(a), as such percentage

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may be modified in connection with any assignment made in accordance with the provisions of Section 11.3 and with any Incremental Revolving Loan Commitment.

          “Revolving Loans” means the Revolving Loans made to the Borrower pursuant to Section 2.2.

          “Revolving Notes” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.2, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time and as evidenced in the form of Exhibit 2.2(f).

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor or assignee of the business of such division in the business of rating securities.

          “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Borrower or one of its Subsidiaries of any Principal Property that has been or is to be sold or transferred by the Borrower or any Guarantor to such Person, as the case may be.

          “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time.

          “Senior Credit Facilities” has the meaning given to it in the second recital.

          “Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

          “Social Security Act” means the Social Security Act as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Social Security Act shall be construed also to refer to any successor sections.

          “Solvent” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent

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liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability reduced by the amount of any contribution or indemnity that can reasonably be expected to be received.

          “SPC” has the meaning set forth in Section 11.3(g).

          “Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

          “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

          “Sterling” and “£” mean the lawful currency of the United Kingdom.

          “Stock Repurchase” has the meaning set forth in Section 8.9.

          “Strategic Investment Portfolio” means all Investments in Persons in which the Borrower and its Subsidiaries own less than 50% of the Voting Stock of such Person.

          “Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries has more than a 50% equity interest at any time.

          “Swing Line Committed Amount” means FIFTY MILLION DOLLARS ($50,000,000).

          “Swing Line Lender” means Bank of America.

          “Swing Line Loans” means the loans made by the Swing Line Lender pursuant to Section 2.4.

          “Swing Line Loan Note” means the promissory note of the Borrower in favor of the Swing Line Lender evidencing the Swing Line Loans provided pursuant to Section 2.4, as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time in and as evidenced by the form of Exhibit 2.4(d).

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          “Swing Line Loan Request” means a request by the Borrower for a Swing Line Loan in substantially the form of Exhibit 2.4(b).

          “Syndication Agent” has the meaning given to it in the preamble.

          “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

          “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

          “Taxes” has the meaning given to it in Section 3.13(a).

          “10½% Subordinated Note Tender Offer” has the meaning given to it in Section 5.1(f).

          “Tender Costs” means the costs incurred by the Borrower in connection with any tender for outstanding indebtedness of the Borrower, and the termination of the interest rate swap contracts related thereto in an aggregate amount not to exceed $50,000,000 during the term of this Credit Agreement.

          “Term Loan Commitment Percentage” means, for each Lender, the percentage identified as its Term Loan Commitment Percentage on Schedule 1.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 11.3.

          “Term Loan Committed Amount” means ONE BILLION SIX HUNDRED MILLION DOLLARS ($1,600,000,000).

          “Term Loan Facility” has the meaning given to it in the second recital.

          “Term Loans” means the Term Loans made to the Borrower pursuant to Section 2.1.

          “Term Notes” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Term Loans provided pursuant to Section 2.1, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time and as evidenced in the form of Exhibit 2.1(c).

          “Termination Date” means the date on which the Merger Agreement is terminated pursuant to Section 10.1 of the Merger Agreement (as in effect on the date hereof).

          “Total Assets” means all items that in accordance with GAAP would be classified as assets of the Borrower and its Subsidiaries on a consolidated basis.

          “Transaction” has the meaning given to it in the second recital.

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          “TRICARE” means the United States Department of Defense health care program for service families including, but not limited to, TRICARE Prime, TRICARE Extra and TRICARE Standard, and any successor to or predecessor thereof (including, without limitation, CHAMPUS).

          “Voting Stock” means all classes of the Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors (or similar governing authority).

                    1.2 Other Interpretive Provisions.

          With reference to this Credit Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)      (i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provisions thereof.
	(ii) Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.
	(iii) The term “including” is by way of example and not limitation.
	(iv) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

          (d) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

                    1.3 Accounting Terms/Calculation of Financial Covenants.

          (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements delivered to the Lenders prior to the Closing Date); provided, however, if (a) the Borrower shall object to determining

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such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with GAAP as in effect as of the date of the most recent financial statements delivered by the Borrower to the Lenders to which no such objection shall have been made.

          (b) Notwithstanding anything herein to the contrary, for the purposes of calculating the financial covenants set forth in Section 7.2, (i) income statement items (positive or negative) attributable to any Person or Property acquired in a Permitted Acquisition and Indebtedness incurred in connection with such Permitted Acquisition shall, without duplication, be treated as if such Person or Property was acquired or such Indebtedness incurred as of the first day of the twelve month period ending as of the most recently completely fiscal quarter of the Borrower and (ii) income statement items (positive or negative) attributable to Property disposed of in any asset sale permitted by Section 8.5(g) and Indebtedness retired in connection with such sale shall, without duplication, be treated as if such sale occurred as of the first day of the twelve month period ending as of the most recently completed fiscal quarter of the Borrower.

                    1.4 Time.

          All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

                    1.5 Rounding.

          Any financial ratios required to be maintained by the Borrower pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

                    1.6 Exchange Rates; Currency Equivalents.

          (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

          (b) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple

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amount, is expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.

          1.7 Additional Alternative Currencies.

          (a) The Borrower may from time to time request that Eurocurrency Rate Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders.

          (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired making of Eurocurrency Rate Loans (or such other time or date as may be agreed by the Administrative Agent). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans in such requested currency.

          (c) Any failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to permit Eurocurrency Rate Loans to be made in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.7, the Administrative Agent shall promptly so notify the Borrower.

          1.8 Change of Currency.

          (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any

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	borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such borrowing, at the end of the then current Interest Period.
(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
1.9 References to Agreements and Laws.

          Unless otherwise expressly provided herein, (a) references to organization documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document and (b) references to any law shall include all statutory and regulatory provisions (having the force of law) consolidating, amending, replacing, supplementing or interpreting such law.

                    1.10 Letter of Credit Amounts.

          Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the LOC Documents related thereto, whether or not such maximum face amount is in effect at such time.

SECTION 2

CREDIT FACILITIES

          2.1 Term Loans.

          (a) Term Loan Commitment. Subject to the terms and conditions set forth herein, each Lender with a Commitment to make Term Loans severally agrees to make a single loan to the Borrower on the Closing Date (each a “Term Loan” and collectively the “Term Loans”), in Dollars, in an amount equal to such Lender’s Term Loan Commitment Percentage of the Term Loan Committed Amount; provided that the aggregate amount of such Term Loans made by all Term Loan Lenders shall not exceed the Term Loan Committed Amount. Once repaid or prepaid, Term Loans cannot be reborrowed.

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          (b) Funding of Term Loans. Each Lender shall make its Term Loan Commitment Percentage of the Term Loan Committed Amount available to the Administrative Agent by 1:00 p.m. on the Closing Date by deposit, in Dollars, of immediately available funds at the Agency Services Address. The amount of the Term Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Closing Date shall be Base Rate Loans unless the Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. Thereafter, all or any portion of the Term Loans may be converted into Eurocurrency Rate Loans in accordance with the terms of Section 2.7. The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 10.7 are several and not joint. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Term Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the Closing Date, and the Administrative Agent in reliance upon such assumption may (in its sole discretion but without any obligation to do so) make available to the Borrower a corresponding amount. If such Lender’s portion of the Term Loans is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover from such Lender an amount equal to such corresponding amount which the Administrative Agent has made available to the Borrower. If such Lender does not pay such amount upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such amount in respect of each day from the date an amount equal to such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the Base Rate or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date two Business Days after demand therefor, the Federal Funds Rate, and, thereafter, the Base Rate plus two percent (2%) per annum.

          (c) Term Notes. The Term Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to each Lender that requests an Term Note in substantially the form of Exhibit 2.1(c).

          2.2 Revolving Loans.

          (a) Revolving Loan Commitment. Subject to the terms and conditions set forth herein, including but not limited to Section 5.2, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) to the Borrower, in Dollars or in one or more Alternative Currencies, in an amount equal

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to its Revolving Loan Commitment Percentage, if any, of such Revolving Loan, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that, after giving effect to any borrowing of Revolving Loans, the sum of (i) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (ii) the aggregate amount of LOC Obligations outstanding, plus (iii) the aggregate amount of Competitive Bid Loans outstanding plus (iv) the aggregate amount of Swing Line Loans outstanding shall not exceed the Revolving Committed Amount, and the Dollar Equivalent of the Revolving Loans denominated in Alternative Currencies at any time shall not exceed $100,000,000. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Revolving Loans.

          (b) Method of Borrowing for Revolving Loans. By no later than 11:00 a.m. (i) on the date of the requested borrowing of Revolving Loans that will be made as Base Rate Loans or (ii) three Business Days prior to the date of the requested borrowing of Revolving Loans that will be made as Eurocurrency Rate Loans denominated in Dollars, and (iii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the requested borrowing of Revolving Loans that will be Eurocurrency Rate Loans denominated in Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Borrowing in the form of Exhibit 2.2(b) (which may be submitted by telecopy), each of such telephonic notice and such written Notice of Borrowing setting forth (A) the amount requested, (B) whether such Revolving Loans shall accrue interest at the Base Rate or the Eurocurrency Rate, (C) with respect to Revolving Loans that will be Eurocurrency Rate Loans, the Interest Period applicable thereto and (D) certification that the Borrower has complied in all respects with Section 5.2. Each such notice must be received by the Administrative Agent not later than (i) three Business Days prior to the requested date of any borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice

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Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.

          (c) Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative Agent in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. in the case of any Revolving Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loans in an Alternative Currency, in each case on the Business Day specified in the Notice of Borrowing. The amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Revolving Loans are made available to the Administrative Agent.

          No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption may (in its sole discretion but without any obligation to do so) make available to the Borrower a corresponding amount. If such Lender’s portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover from such Lender an amount equal to such corresponding amount which the Administrative Agent has made available to the Borrower. If such Lender does not pay such amount upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such amount in respect of each day from the date an amount equal to such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

          (d) Reductions of Revolving Committed Amount. Upon at least three Business Days’ prior written notice, the Borrower shall have the right to permanently reduce, without premium or penalty, all or part of the aggregate unused amount of the Revolving Committed Amount at any time or from time to time; provided that (i) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount and (ii) no reduction shall be made which would reduce the Revolving Committed Amount to an amount less than the

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aggregate amount of outstanding Revolving Loans plus the aggregate amount of outstanding LOC Obligations plus the aggregate amount of outstanding Competitive Bid Loans plus the aggregate amount of outstanding Swing Line Loans. Any reduction in (or termination of) the Revolving Committed Amount pursuant to this Section 2.2(d) shall be permanent and may not be reinstated. The Administrative Agent shall immediately notify the Lenders of any reduction in the Revolving Committed Amount pursuant to this Section 2.2(d).

(e) Increases in Revolving Commitment Amount.

          (i) At any time that no Default has occurred and is continuing, and prior to the Maturity Date, the Borrower may, from time to time, notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Credit Agreement, the Lenders and/or other lenders or other financial institutions not then a party to this Credit Agreement provide up to an aggregate amount of an additional $250,000,000 Revolving Committed Amount to make Revolving Loans to the Borrower (such loans, the “Incremental Revolving Loans”) (any such commitment to make Incremental Revolving Loans being an “Incremental Revolving Loan Commitment”; and the aggregate amount thereof agreed to be provided by the applicable Lenders or other lenders in response to any such request, an “Incremental Revolving Committed Amount”).

          (ii) Upon receipt of such notice, together with a certificate demonstrating pro forma compliance with the financial covenants contained in Section 7.2, after giving effect to the increase in, and assuming full usage of, the Revolving Committed Amount, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other lenders to provide such additional Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Person to provide any portion of any such additional Commitments.

          (iii) If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional Commitments, pursuant to documentation in form and substance to be mutually satisfactory to the Borrower, the Administrative Agent and the applicable Lenders, such documentation shall provide (w) that the Revolving Committed Amount shall be increased by the aggregate amount of the Incremental Revolving Loan Commitments agreed to be so provided, (x) the Revolving Loan Commitment Percentage of the respective Lenders in respect of the increased Revolving Committed Amount shall be proportionally adjusted (provided, however, that for any Lender, the product of such Lender’s adjusted Revolving Loan Commitment Percentage of a Lender in respect of Revolving Loans multiplied by the Revolving Committed Amount as increased pursuant to clause (w) may not exceed an amount equal to the Revolving Loan Commitment Percentage of such Lender in respect of Revolving Loans immediately prior to any adjustment made pursuant to this clause (x) multiplied by the Revolving Committed Amount immediately prior to the

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	corresponding increase thereof pursuant to clause (w) without the consent of such Lender) and such adjustment shall be recorded in the Register, (y) at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender with a Revolving Loan Commitment Percentage in excess of zero of the Revolving Loan Commitment to conform to its Revolving Loan Commitment Percentage of the Revolving Loan Commitment and (z) the Borrower shall execute and deliver any additional Notes, other amendments or modifications to any Credit Document and any other certificates, consents or legal opinions as the Administrative Agent may reasonably request, and (notwithstanding anything to the contrary contained in Section 11.6 hereof) each such amendment or modification may be effective without the consent of any other Lenders, as may be necessary or appropriate and to the extent not materially adverse to the other Lenders in the opinion of the Administrative Agent to effect the provisions of this Section 22(e).
(f) Revolving Notes. The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to each Lender that requests a Revolving Note in substantially the form of Exhibit 2.2(f).
	2.3 Letter of Credit Subfacility.
(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, the Borrower or its Subsidiaries under this Credit Agreement), the Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, from time to time upon request, in its reasonable discretion, to issue (from the Closing Date to thirty days prior to the Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Participants shall participate in, Letters of Credit for the account of the Borrower; provided, however, that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate amount of LOC Obligations shall not at any time exceed the LOC Committed Amount and (ii) (A) the sum of the aggregate amount of outstanding LOC Obligations, plus (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate amount of Competitive Bid Loans outstanding, plus (D) the aggregate amount of Swing Line Loans outstanding shall not exceed the Revolving Committed Amount and (iii) if any Participant shall be a Defaulting Lender at the time of issuance of any Letter of Credit, the amount of such Letter of Credit shall be reduced by the amount of such Participant’s Participation

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Interest in such Letter of Credit, unless otherwise agreed by the Issuing Lender in its sole discretion. The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. Except as otherwise expressly agreed upon by all the Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance nor, as extended or otherwise, shall have an expiry date beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Issuing Lender.
(b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least three Business Days prior to the requested date of issuance. The Issuing Lender will, at least quarterly and more frequently upon request, provide to the Administrative Agent for dissemination to the Lenders a report specifying the Letters of Credit which are then issued and outstanding. The Issuing Lender will further provide to the Administrative Agent, promptly upon request, copies of the Letters of Credit and the other LOC Documents.
	(c) Participations.
	(i) On the Closing Date, each Participant shall automatically acquire a participation in the liability of the Issuing Lender under each Existing Letter of Credit in an amount equal to its Revolving Loan Commitment Percentage of such Existing Letters of Credit.
	(ii) Each Participant, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Loan Commitment Percentage of the obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Participant’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit or pursuant to a Mandatory Borrowing under Section 2.3(e)(i), each such Participant shall fund its Participation Interest in such unreimbursed drawing in accordance with the terms of Section 2.3(e)(ii). Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower or any other Credit Party to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

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(d) Reimbursement by Borrower. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower. Unless the Borrower shall notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender and shall reimburse the Issuing Lender in same day funds within one hour of receipt of notice of such drawing from the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan at the Base Rate in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) (i) any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation, any defense based on any failure of the applicable account party, the Borrower or any other Credit Party to receive consideration or (ii) the legality, validity, regularity or unenforceability of the Letter of Credit, this Credit Agreement or any other Credit Document.
	(e) Reimbursement by Lenders.
	(i) Reimbursement with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be made from all Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each applicable Lender hereby irrevocably agrees to make such Revolving Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and in accordance with the terms of Section 2.3(e)(iii) notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 5.2 are then satisfied, (C) whether a Default or Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, (F) any reduction in the Revolving Committed Amount or any termination of the Commitments, or (G) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever.
	(ii) Reimbursement Through Funding of Participation Interests. In the event that any Mandatory Borrowing cannot for any reason be made on the date

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otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower or any other Credit Party), the Issuing Lender will promptly notify the Participants of the amount of any unreimbursed drawing (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to the funding of the Participation Interests therein) and each Participant shall fund its Participation Interest in such unreimbursed drawing by paying to the Issuing Lender, in Dollars and in immediately available funds, the amount of such Participant’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Each Participant’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to (A) the termination of this Credit Agreement or the Commitments hereunder, (B) the existence of a Default or Event of Default, (C) the acceleration of the obligations hereunder and (D) any set-off, counterclaim, recoupment, defense or other right which such Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever. Simultaneously with the making of each such payment by a Participant to the Issuing Lender, such Participant shall, automatically and without any further action on the part of the Issuing Lender or such Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

          (iii) Funding of Mandatory Borrowing or Participation Interest. Each applicable Lender (including the Lender acting as Issuing Lender) and each Participant shall upon any notice pursuant to Section 2.3(e)(i) or Section 2.3(e)(ii), respectively, make its Revolving Loan Commitment Percentage of the unreimbursed drawing available to the Administrative Agent, for the benefit of the Issuing Lender, by 1:00 p.m. on the day of the notice if notice is given on or before 11:00 a.m. or by 1:00 p.m. the next Business Day if notice is given after 11:00 a.m., in Dollars, of immediately available funds at the Agency Services Address. The Administrative Agent shall remit the funds so received to the Issuing Lender.

          (iv) Failure to Fund. In the event any Lender or any Participant shall fail to fund its portion of a Mandatory Borrowing or its Participation Interest, respectively, on the date required pursuant to Section 2.3(e)(iii), the amount of such Lender’s unfunded portion of the Mandatory Borrowing or such Participant’s unfunded Participation Interest shall bear interest payable to the Issuing Lender upon demand, at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing.

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(f) Modification and Extension. The issuance of any supplement, modification, amendment, renewal, or extensions to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.
(g) Applicability of ISP98. Unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit.
	(h) Responsibility of Issuing Lender.
	(i) It is expressly understood and agreed as between the Lenders that the obligations of the Issuing Lender hereunder to the Participants are only those expressly set forth in this Credit Agreement and that the Issuing Lender shall be entitled to assume that the conditions precedent set forth in Section 5.2 have been satisfied unless it shall have acquired actual knowledge that any such condition precedent has not been satisfied; provided, however, that nothing set forth in this Section 2.3 shall be deemed to prejudice the right of any Participant to recover from the Issuing Lender any amounts made available by such Participant to the Issuing Lender pursuant to this Section 2.3 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Lender.
	(ii) The Issuing Lender shall be under no obligation to issue any Letter of Credit if (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, (b) any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender.
(i) Conflict with LOC Documents. In the event of any conflict between this Credit Agreement and any LOC Document, this Credit Agreement shall govern.
(j) Indemnification of Issuing Lender.

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          (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including Attorney Costs) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions, herein called “Government Acts”).

          (ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (F) any consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

          (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.

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	(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.3. The obligations of the Borrower under this subsection (j) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
	(v) Notwithstanding anything to the contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction.
(k) Designation of other Persons as Account Parties. Notwithstanding anything to the contrary set forth in this Credit Agreement, including without limitation Section 2.3(a) hereof, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.
	2.4 Swing Line Loans Subfacility.
(a) Swing Line Loans. The Swing Line Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the other Credit Documents, to make loans (each a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrower, in Dollars, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided that, after giving effect to the issuance of any such Swing Line Loan, (i) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount and (ii) the sum of (A) the aggregate amount of Swing Line Loans outstanding, plus (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate amount of LOC Obligations outstanding, plus (D) the aggregate amount of outstanding Competitive Bid Loans shall not exceed the Revolving Committed Amount. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans.
(b) Method of Borrowing and Funding Swing Line Loans. By no later than 1:00 p.m. on the date of the requested borrowing of Swing Line Loans, the Borrower shall provide telephone notice to the Swing Line Lender, followed promptly by a written Swing Line Loan Request in the form of Exhibit 2.4(b) (which may be submitted by telecopy) setting forth (i) the amount of the requested Swing Line Loan and (ii) the date of the requested Swing Line Loan and complying in all respects with Section 5.2. The Swing Line Lender shall initiate the transfer of funds representing the Swing Line Loan advance to the Borrower by 3:00 p.m. on the Business Day of the requested borrowing.

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(c) Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three Business Days of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).
(d) Swing Line Loan Note. The Swing Line Loans made by the Swing Line Lender shall, if requested by the Swing Line Lender, be evidenced by a duly executed promissory note of the Borrower to the Swing Line Lender in substantially the form of Exhibit 2.4(d).
	2.5 Competitive Bid Loans Subfacility.
(a) Competitive Bid Loans. Subject to the terms and conditions set forth herein, the Borrower may, from time to time, during the period from the Closing Date to the Maturity Date, request, and each Lender may, in its sole discretion, agree to make loans to the Borrower in accordance with the terms of this Section 2.5 (each a “Competitive Bid Loan” and collectively the “Competitive Bid Loans”); provided,

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however, that (i) the sum of (A) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (B) the aggregate amount of Competitive Bid Loans outstanding, plus (C) the aggregate amount of Swing Line Loans outstanding, plus (D) the aggregate amount of LOC Obligations outstanding shall not exceed the Revolving Loan Commitment, (ii) the aggregate amount of Competitive Bid Loans outstanding at any one time cannot exceed $500,000,000, (iii) all Competitive Bid Loans shall be denominated in Dollars and (iv) if a Lender does make a Competitive Bid Loan it shall not reduce such Lender’s obligation to make its pro rata share of any Revolving Loan.

          (b) Competitive Bid Requests. The Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request to the Administrative Agent by 11:00 a.m. on a Business Day not less than one or more than five Business Days prior to the date of the requested Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of Exhibit 2.5(b) and shall specify (i) the date of the requested Competitive Bid Loan (which shall be a Business Day), (ii) the amount of the requested Competitive Bid Loan and (iii) the applicable Interest Period or Interest Periods requested and be accompanied by the Competitive Bid Fee. The Administrative Agent shall notify the Lenders of its receipt of a Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. The Borrower may not request a Competitive Bid for more than four different Interest Periods per Competitive Bid Request and Competitive Bid Requests may be made no more frequently than six times every calendar month.

          (c) Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 11:00 a.m. on the proposed date of the requested Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (ii) the minimum (which shall be not less than $10,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and (iii) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to the Borrower and each of the Lenders for its records as soon as practicable.

          (d) Acceptance of Competitive Bids. The Borrower may, in its sole discretion, subject only to the provisions of this subsection (d), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give oral notification of its acceptance of any or all such Competitive Bids (which shall be

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promptly confirmed in writing) to the Administrative Agent by 12:00 noon on the proposed date of the Competitive Bid Loan; provided, however, (i) the failure by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) to the extent Competitive Bids are for comparable Interest Periods, the Borrower may accept Competitive Bids only in ascending order of rates, (iii) the aggregate amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate, but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to be in excess of the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (v) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of clause (iv) of subsection (d) hereof, then in a minimum principal amount of $500,000 and integral multiples of $100,000 (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) of subsection (d) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive Bid given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 1:00 p.m. on the proposed date of such Competitive Bid Loan, notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

          (e) Funding of Competitive Bid Loans. Each Lender which is to make a Competitive Bid Loan shall make its Competitive Bid Loan available to the Administrative Agent by 2:00 p.m. on the date specified in the Competitive Bid Request by deposit of immediately available funds at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The Administrative Agent will, upon receipt, make the proceeds of such Competitive Bid Loans available to the Borrower.

          (f) Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto. Unless the Borrower shall give notice to the Administrative Agent otherwise (or repays such Competitive Bid Loan), or a Default or Event of Default exists and is continuing, the Borrower shall be deemed to have requested Revolving Loans from all of the Lenders (in the amount of the maturing Competitive Bid Loan and accruing interest at the Base Rate), the proceeds of which will be used to repay such Competitive Bid Loan.

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          (g) Competitive Bid Loan Notes. The Competitive Bid Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to each Lender that requests a Competitive Bid Loan Note in substantially the form of Exhibit 2.5(g).

          2.6 [Intentionally Omitted].

          2.7 Continuations and Conversions.

          Subject to the terms below, the Borrower shall have the option, on any Business Day, to continue existing Eurocurrency Rate Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurocurrency Rate Loans or to convert Eurocurrency Rate Loans into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurocurrency Rate Loan denominated in Dollars to a Base Rate Loan or (b) three Business Days prior to the date of the requested continuation of a Eurocurrency Rate Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurocurrency Rate Loan denominated in Dollars or (c) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the requested continuation of a Eurocurrency Rate Loan denominated in Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, in the form of Exhibit 2.7 setting forth (i) whether the Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurocurrency Rate Loan or convert a Base Rate Loan to a Eurocurrency Rate Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurocurrency Rate Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurocurrency Rate Loans may not be continued nor may Base Rate Loans be converted into Eurocurrency Rate Loans during the existence and continuation of a Default or an Event of Default, (C) any request to continue a Eurocurrency Rate Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurocurrency Rate Loan at the end of an Interest Period shall constitute a conversion to a Base Rate Loan on the last day of the applicable Interest Period provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month, and (D) any failure to state the Interest Period with respect to the continuation of a Eurocurrency Rate Loan or the conversion of a Base Rate Loan to a Eurocurrency Rate Loan shall constitute a request for a one month Interest Period. No Revolving Loans may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. It is understood and agreed that Competitive Bid Loans and Swing Line Loans may not be continued or converted.

2.8 Minimum Amounts.

          Each request for a borrowing, conversion or continuation shall be subject to the requirements that (a) each Eurocurrency Rate Loan and each Competitive Bid Loan shall be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof, (b) each Base Rate Loan shall be in a minimum amount of the lesser of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof) or the remaining amount available under the Revolving Committed

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Amount, (c) each Swing Line Loan shall be in a minimum amount of the lesser of $1,000,000 (and in integral multiples of $100,000 in excess thereof) or the remaining amount available under the Swing Line Committed Amount and (d) no more than ten Eurocurrency Rate Loans shall be outstanding hereunder at any one time. For the purposes of this Section 2.8, all Eurocurrency Rate Loans with the same Interest Periods that begin and end on the same date shall be considered as one Eurocurrency Rate Loan, but Eurocurrency Rate Loans with different Interest Periods, even if they begin on the same date, shall be considered as separate Eurocurrency Rate Loans.

SECTION 3

GENERAL PROVISIONS APPLICABLE
TO LOANS AND LETTERS OF CREDIT

	3.1 Interest.
(a) Interest Rate. Subject to Section 3.1(b), (i) all Base Rate Loans shall accrue interest at the Base Rate, (ii) all Eurocurrency Rate Loans shall accrue interest at the Eurocurrency Rate plus the Applicable Percentage plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost, (iii) all Swing Line Loans shall accrue interest at the Base Rate and (iv) all Competitive Bid Loans shall accrue interest at the applicable Competitive Bid Rate with respect to each Competitive Bid Loan.
(b) Default Rate of Interest. Upon the occurrence, and during the continuation, of an Event of Default pursuant to Section 9.1(a) and (k), the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the Base Rate plus two percent (2%) per annum).
(c) Interest Payments. Except as set forth in clause (b) above, interest on Loans shall be due and payable in arrears on each Interest Payment Date.
	3.2 Place and Manner of Payments.

          All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agency Services Address in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agency Services Address in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates

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specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its pro rata share of such payment (based upon the applicable Commitments of the Lenders) in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

          3.3 Prepayments.

          (a) Voluntary Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time without premium or penalty; provided, however, that (i) (A) Eurocurrency Rate Loans denominated in Dollars may only be prepaid on three Business Days’ prior written notice to the Administrative Agent, (B) Eurocurrency Rate Loans denominated in Alternative Currencies may only be prepaid on four Business Days’ prior written notice to the Administrative Agent, (C) Eurocurrency Rate Loans denominated in Special Notice Currencies may only be prepaid on five Business Days’ prior written notice to the Administrative Agent and (D) Base Rate Loans may be prepaid on same-day prior written notice to the Administrative Agent, (ii) each such partial prepayment of Eurocurrency Rate Loans or Base Rate Loans shall be in the minimum principal amount of $5,000,000 and integral multiples of $1,000,000, (iii) each such partial prepayment of Swing Line Loans shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 and (iv) Competitive Bid Loans may not be prepaid unless a breakage fee equal to the amount of damages suffered by the Lender (other than loss of anticipated profits) whose Competitive Bid Loan is prepaid is paid to such Lender (as determined by such Lender in its reasonable discretion). Amounts prepaid pursuant to this Section 3.3(a) shall be applied as the Borrower may elect; however, if the Borrower fails to specify, such prepayment will be applied in the manner set forth in Section 3.3(d) below.

          (b) Mandatory Prepayments. If at any time (i) the sum of the aggregate amount of the Dollar Equivalent of outstanding Revolving Loans plus the aggregate amount of outstanding LOC Obligations plus the aggregate amount of outstanding Competitive Bid Loans plus the aggregate amount of outstanding Swing Line Loans exceeds the Revolving Committed Amount, (ii) the aggregate amount of outstanding Swing Line Loans exceeds the Swing Line Committed Amount, (iii) the aggregate amount of outstanding LOC Obligations exceeds the LOC Committed Amount or (iv) the amount of outstanding Competitive Bid Loans exceeds $500,000,000, the Borrower shall immediately make a principal payment to the Administrative Agent (or with respect to LOC Obligations an amount to be held as cash collateral) in a manner and in an

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amount necessary to be in compliance with Sections 2.1, 2.2, 2.3, 2.4 and 2.5, as applicable and as directed by the Administrative Agent (any such prepayment with respect to clause (i) above to be applied as set forth in Section 3.3(c) below).

          (c) Scheduled Repayment of Term Loans. Commencing on the last day of the first full fiscal quarter following the Closing Date, the Borrower shall repay the aggregate outstanding principal amount of all Term Loans, in equal quarterly installments, in each of the relevant one-year periods (each an “Annual Period”) following the Closing Date set forth in the grid below in an amount equal to the product of (i) the percentage set forth opposite such Annual Period in the grid below (the “Repayment Percentage”) and (ii) the Term Loan Committed Amount:

Annual Period	Repayment Percentage of Term Loan Committed Amount
First Year	5	%
Second Year	5	%
Third Year	10	%
Fourth Year	10	%
Fifth Year	70	%

          (d) Application of Prepayments. All amounts paid pursuant to Sections 3.3(a) and 3.3(b)(i), if the Borrower has not otherwise elected an application of such amounts as contemplated in Section 3.3(a), shall be applied first to Term Loans (with the amount of such prepayment of the Term Loans being applied to the remaining Term Loan amortization payments, pro rata in accordance with the amount of each such remaining Term Loan amortization payment), second, once all Term Loans have been repaid in full, to Swing Line Loans, third, to Revolving Loans (first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period Maturities), fourth, pro rata, to Competitive Bid Loans and fifth to a cash collateral account in respect of LOC Obligations. All prepayments under this Section 3.3 shall be subject to Section 3.14.

          3.4 Fees.

          (a) Facility Fees. In consideration of the commitments under the Revolving Credit Facility being made available by the Lenders hereunder, the Borrower agrees to pay to the Administrative Agent a per annum fee (the “Facility Fee”) for the pro rata benefit of each Lender (based upon such Lender’s pro rata committed portion of the Revolving Committed Amount), which Facility Fee shall be calculated by multiplying, at any time of determination, the Applicable Percentage then in effect for the Facility Fee, by the daily average amount of the Revolving Committed Amount (whether or not drawn

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or available to be drawn) during the fiscal quarter or other relevant period for which such Facility Fee is being calculated. The Facility Fee shall accrue from the Closing Date and shall be due and payable in arrears on the last day of each fiscal quarter of the Borrower for such fiscal quarter, or period ended thereon, and on the Maturity Date, with the first such payment to be made on the last day of the first full fiscal quarter following the Closing Date.
(b) Letter of Credit Fees.
	(i) Letter of Credit Fees. In consideration of the issuance of Letters of Credit hereunder, the Borrower agrees to pay to the Issuing Lender, for the pro rata benefit of each Lender (based on each Lender’s Revolving Loan Commitment Percentage), a per annum fee (the “Letter of Credit Fees”) for each standby Letter of Credit equal to the Applicable Percentage for Standby Letter of Credit Fees on the average daily maximum amount available to be drawn under each such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) from the date of issuance to the date of expiration. The Letter of Credit Fees will be payable in arrears on the last day of each fiscal quarter of the Borrower for such fiscal quarter, or period ended thereon, and on the Maturity Date, with the first such payment to be made on the last day of the first full fiscal quarter following the Closing Date.
	(ii) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (i) above, the Borrower shall pay to the Issuing Lender for its own account, without sharing by the other Lenders, (A) the customary, incidental and/or out of pocket charges from time to time to the Issuing Lender for its services in connection with the issuance, amendment, payment, transfer, administration, cancellation and conversion of, and drawings under, Letters of Credit and (B) with respect to each standby Letter of Credit, a standby letter of credit fronting fee of .125% per annum of the face amount of each Letter of Credit payable quarterly on the tenth day following each fiscal quarter of the Borrower and on the Maturity Date (collectively, the “Issuing Lender Fees”).
(c) Administrative Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrower and the Administrative Agent as set forth in the Fee Letter.
(d) Ticking Fee. If the Closing Date has not occurred on or before the 90th day following the date hereof, the Borrower agrees to pay to the Administrative Agent a per annum fee for the pro rata benefit of each Lender (based upon such Lender’s pro rata portion of the Term Loan Committed Amount and the Revolving Committed Amount). Such fee shall begin to accrue on the 91st day following the date hereof (if the Closing Date shall not have occurred prior to such date) and shall be calculated by multiplying, at any time of determination, .08% by the aggregate amount of the Term Loan Committed Amount and the Revolving Committed Amount. If the Closing Date has not occurred on

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or before the 90^th day following the date hereof, such fee shall be payable on the earlier of (i) the Closing Date and (ii) the Termination Date.

          3.5 Payment in full at Maturity.

          On the Maturity Date, the entire outstanding principal balance of all Loans and all LOC Obligations, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in full, unless accelerated sooner pursuant to Section 9.

          3.6 Computations of Interest and Fees.

          (a) Except for Base Rate Loans and Swing Line Loans that are based upon the Prime Rate, in which case interest shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days, or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment.

          (b) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to accelerate the payment of any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted

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by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

          3.7 Pro Rata Treatment.

Except to the extent otherwise provided herein:

          (a) Revolving Loans. Each Revolving Loan borrowing (including, without limitation, each Mandatory Borrowing), each payment or prepayment of principal of any Revolving Loan, each payment of fees (other than the Issuing Lender Fees retained by the Issuing Lender for its own account and the Administrative Fees retained by the Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the respective Revolving Loan Commitment Percentages of such Lenders, as applicable, (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Revolving Loans and Participation Interests of such Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Lender would otherwise be entitled pursuant to this subsection (a) shall instead be payable to the Administrative Agent until the share of such Loan not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this subsection (a) is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent (2%) per annum; and

          (b) Letters of Credit. Each payment of unreimbursed drawings in respect of LOC Obligations shall be allocated to each Participant pro rata in accordance with its Revolving Loan Commitment Percentage; provided that, if any Participant shall have failed to pay its applicable pro rata share of any drawing under any Letter of Credit, then any amount to which such Participant would otherwise be entitled pursuant to this subsection (b) shall instead be payable to the Issuing Lender until the share of such unreimbursed drawing not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Participant pursuant to this subsection (b) is rescinded or must otherwise be returned by the Issuing Lender, each Participant shall, upon the request of the Issuing Lender, repay to the Administrative Agent for the account of the Issuing Lender the amount so paid to such Participant, with interest for the period commencing on the date such payment is returned by the Issuing Lender until the date the Issuing Lender receives such repayment at a rate per annum equal to, during the period to

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but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent (2%) per annum.

          (c) Swing Line Loans. The Swing Line Lender shall receive, for its own account, all payments or prepayments of principal and interest with respect to the Swing Line Loans; provided, however, upon the funding of the Participants’ participation interests with respect to a Swing Line Loan pursuant to Section 2.4(c), such Participants shall be entitled to receive their pro rata share of any payment or prepayment of principal and interest with respect to such Swing Line Loan.

          3.8 Sharing of Payments.

          The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan, unreimbursed drawing with respect to any LOC Obligations or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations, and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to any other Lender an amount payable by such Lender or the Administrative Agent to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

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                    3.9 Capital Adequacy/Regulation D.

          (a) If, after the date thereof, any Lender determines that the introduction after the Closing Date of any law, rule or regulation or other Requirement of Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has or would have the effect of reducing the rate of return on the capital or assets of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

          (b) The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System of the United States of America to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency Liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to (i) (A) the applicable Eurocurrency Rate divided by (B) one minus the Eurocurrency Reserve Percentage minus (ii) the applicable Eurocurrency Rate. Such additional interest shall be due and payable on each date on which interest is payable on such Loan; provided the Borrower shall have received at least five days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice five days prior to the relevant Interest Payment Date, such additional interest shall be due and payable five days from the receipt by the Borrower of such notice.

                    3.10 Inability To Determine Interest Rate.

          If the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for such Eurocurrency Rate Loan, or (c) the Eurocurrency Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly notify the Borrower and all the Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending Notice of Borrowing or Notice of Continuation/Conversion with respect to Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of or conversion into a Base Rate Loan in the amount specified therein.

                    3.11 Illegality.

          If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or materially restricts the authority

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of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted, together with any amounts due with respect thereto pursuant to Section 3.14. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

                    3.12 Requirements of Law.

          If any Lender determines that as a result of the introduction of or any change in, or in the interpretation of, any Requirement of Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.13 shall govern) and (ii) reserve requirements utilized in the determination of the Eurocurrency Rate), then from time to time, within 10 days of demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction in yield.

                    3.13 Taxes.

          (a) Any and all payments by or on behalf of a Credit Party to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, any branch profit taxes or taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If a Credit Party shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum

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payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions, (iii) such Credit Party shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

          (b) In addition, each Credit Party agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Credit Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Credit Document (hereinafter referred to as “Other Taxes”).

          (c) If a Credit Party shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, such Credit Party shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender reasonably specifies by written notice to such Credit Party as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed; provided that if such Lender fails to provide such notice to such Credit Party before the date which is five days prior to the date such interest is paid, such Credit Party shall pay at the time such interest is paid such amount as such Credit Party reasonably estimates will preserve such Lender’s after-tax yield (after factoring in only such Taxes or Other Taxes) and pay the balance within five days after receiving such notice.

          (d) Each Credit Party agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.13(d)) paid by the Administrative Agent and such Lender, and (ii) any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto.

          (e) In the case of any payment hereunder or under any other Credit Document by or on behalf of a Credit Party through an account or branch outside the United States, or on behalf of a Credit Party by a payor that is not a United States person, if such Credit Party determines that no taxes are payable in respect thereof, such Credit Party shall furnish, or shall cause such payor to furnish, to the Administrative Agent, an opinion of counsel reasonably acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Code.

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          (f) Each Lender that is a foreign corporation, foreign partnership or foreign trust within the meaning of the Code shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code, two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Lender by the Credit Parties pursuant to this Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Lender by a Credit Party pursuant to this Credit Agreement), as appropriate, or such other evidence satisfactory to the Borrower and the Administrative Agent that such Lender is entitled to an exemption from, or reduction of, United States withholding tax. Upon the request of the Administrative Agent or the Borrower, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9 or any successor thereto or such other evidence satisfactory to the Borrower and the Administrative Agent that such Lender is entitled to an exemption from, or reduction of, United States withholding tax. Thereafter and from time to time, each such Lender shall (i) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities), as appropriate, as may reasonably be requested by the Borrower or the Administrative Agent and then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Credit Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction (or it is determined the earlier claimed exemption was incorrectly claimed for any reason), and (iii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any Requirement of Law that the Credit Parties make any deduction or withholding for taxes from amounts payable to such Lender. If the forms or other evidence provided by such Lender at the time such Lender first becomes a party to this Credit Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes for purpose of any indemnity or gross up unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that, if at the date of any assignment pursuant to which a Lender becomes a party to this Credit Agreement, the Lender assignor was entitled to payments under subsection (a) of this Section 3.13 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If such Lender fails to deliver the above forms or other evidence, then the Borrower or the Administrative Agent may withhold from any interest payment to such Lender an amount equal to the applicable withholding

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tax imposed by the Code, without reduction. If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Lender, such Lender shall indemnify the Borrower or the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Borrower or the Administrative Agent under this Section 3.13(f), and costs and expenses (including Attorney Costs) of the Borrower or the Administrative Agent. For any period with respect to which a Lender has failed to provide the Administrative Agent with the above forms or other evidence (other than if such failure is due to a change in the applicable law, or in the interpretation or application thereof, occurring after the date on which such form or other evidence originally was required to be provided or if such form or other evidence otherwise is not required), such Lender shall not be entitled to indemnification under subsection (d) of this Section 3.13 nor shall the Credit Party be required to deduct or withhold under subsections (a) or (c) of this Section 3.13 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver such form or other evidence required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender in recovering such Taxes. The obligation of the Lenders under this Section 3.13(f) shall survive the payment of all Credit Party Obligations and the resignation or replacement of the Administrative Agent.

          (g) In the event that an additional payment is made under Section 3.13(a) or (c) for the account of any Lender and such Lender, in its reasonable judgment, determines that it has finally and irrevocably received or been granted a credit against or release or remission for, or repayment of, any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such payment, such Lender shall, to the extent that it determines that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Lender shall, in its reasonable judgment, have determined to be attributable to such deduction or withholding and which will leave such Lender (after such payment) in no worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing herein contained shall interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender to claim any tax credit or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender to do anything that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled.

          3.14 Compensation.

          Upon the written demand of any Lender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such

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Eurocurrency Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Eurocurrency Rate Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount previously requested by the Borrower; or

          (c) any repayment of a Competitive Bid Loan on a date which is not the last day of the Interest Period applicable thereto or any failure by the Borrower to borrow a Competitive Bid Loan on the date in the amount previously agreed to by the Borrower; or

                    (d) any assignment required pursuant to Section 2.2(e)(iii), Section 3.17 or Section 11.6.

The amount each such Lender shall be compensated pursuant to this Section 3.14 shall include, without limitation, (i) any loss incurred by such Lender in connection with the re-employment of funds prepaid, repaid, not borrowed or paid, as the case may be and (ii) any reasonable out-of-pocket expenses (including Attorney Costs) incurred and reasonably attributable thereto.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.14, each Lender may deem that it funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Eurocurrency Rate Loan by a matching deposit or other borrowing in the applicable offshore interbank markets for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

                    3.15 Determination and Survival of Provisions.

          All determinations by the Administrative Agent or a Lender of amounts owing under Sections 3.9 through 3.14, inclusive, shall, absent manifest error, be conclusive and binding on the parties hereto. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. Section 3.9 through 3.14, inclusive, shall survive the termination of this Credit Agreement and the payment of all Credit Party Obligations.

                    3.16 Notification by Lenders.

          Subject to Section 3.13(c), each Lender shall notify the Borrower (and any applicable Credit Party) of any event that will entitle such Lender to compensation under Section 3.9, 3.12, 3.13 or 3.14 as promptly as practicable, but in any event within 90 days after such Lender obtains actual knowledge thereof; provided, however, that if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to Section 3.9, 3.12, 3.13 or 3.14 in respect of any costs resulting from such event, only be entitled to payment under Section 3.9, 3.12, 3.13 or 3.14 for costs incurred from and after the date 90 days prior to the date that such Lender gives such notice. If requested by the Borrower, each Lender will furnish to Borrower within ten Business Days of the time the Lender requests compensation under Section 3.9, 3.12, 3.13 or 3.14, a certificate setting forth the basis, amount and reasonable detail of computation of each request by such Lender for

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compensation under Section 3.9, 3.12, 3.13 or 3.14, which certificate shall, except for demonstrable error, be final, conclusive and binding for all purposes.

                    3.17 Mitigation; Mandatory Assignment.

          Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 3.9 through 3.14 above to the greatest extent practicable (including transferring the Loans to another Lending Office or Affiliate of a Lender) unless, in the reasonable opinion of such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrower for additional payments in accordance with Section 3.9, 3.11, 3.12, 3.13 or 3.14, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrower may, at its own expense (such expense to include, without limitation, any transfer fee payable to the Administrative Agent under Section 11.3(b)) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 3.9 through 3.14 hereof.

SECTION 4

GUARANTY

                    4.1 Guaranty of Payment.

          Subject to Section 4.7 below, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Lender and the Administrative Agent the prompt payment of the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) and the timely performance of all other obligations under the Credit Documents. This Guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all Credit Party Obligations whenever arising.

                    4.2 Obligations Unconditional.

          The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or

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any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full and all Commitments under the Credit Agreement have been terminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor’s obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

                    4.3 Modifications.

          Each Guarantor agrees that (a) all or any part of the collateral, if any, now or hereafter held for the Credit Party Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lenders shall not have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Credit Party Obligations or the properties subject thereto; (c) the time or place of payment of the Credit Party Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrower and any other party liable for payment under the Credit Documents may be granted indulgences generally; (e) any of the provisions of the Notes or any of the other Credit Documents may be modified, amended or waived; (f) any party (including any co-guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrower or any other party liable for the payment of the Credit Party Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Credit Party Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

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                    4.4 Waiver of Rights.

          Each Guarantor expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrower by the Lenders; (b) presentment and demand for payment or performance of any of the Credit Party Obligations; (c) protest and notice of dishonor or of default (except as specifically required in the Credit Agreement) with respect to the Credit Party Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Credit Party Obligations, or the Lenders’ subordinating, compromising, discharging or releasing such security interests, liens or encumbrances, if any; and (e) all other notices to which such Guarantor might otherwise be entitled.

                    4.5 Reinstatement.

          The obligations of the Guarantors under this Section 4 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Credit Party Obligations is rescinded or must be otherwise restored by any holder of any of the Credit Party Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable Attorney Costs) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

                    4.6 Remedies.

          The Guarantors agree that, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Credit Party Obligations may be declared to be forthwith due and payable as provided in Section 9 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Credit Party Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Credit Party Obligations being deemed to have become automatically due and payable), such Credit Party Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors.

                    4.7 Limitation of Guaranty.

          Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of any Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise and including, without limitation, the Bankruptcy Code).

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                    4.8 Rights of Contribution.

          The Credit Parties agree among themselves that, in connection with payments made hereunder, each Credit Party shall have contribution rights against the other Credit Parties as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Credit Parties under the Credit Documents and no Credit Party shall exercise such rights of contribution until all Credit Party Obligations have been paid in full and the Commitments terminated.

                    4.9 Release of Guarantors.

          Subject to Section 7.12(b), if any of the Guarantors shall cease to be a Material Domestic Subsidiary of the Borrower for any reason subject to and in accordance with the terms of the Credit Agreement, then such Guarantor shall, automatically and without any further action on the part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under or in respect of the Credit Documents to which such Guarantor is a party (other than liabilities and obligations resulting from a demand on such Guarantor’s Guaranty pursuant to Section 9.2) and, promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other action as is reasonably requested by the Borrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor’s Guaranty pursuant to Section 9.2.

SECTION 5

CONDITIONS PRECEDENT

                    5.1 Closing Conditions to Extensions of Credit Made on the Closing Date.

          The obligation of the Lenders to make the initial Extensions of Credit is subject to satisfaction (or waiver) of the following conditions:

(a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement; (ii) the Notes requested by Lenders (or the Swing Line Lender) prior to the Closing Date; and (iii) all other Credit Documents, each in form and substance reasonably acceptable to the Lenders in their sole discretion.
(b) Authority Documents. Receipt by the Administrative Agent of the following with respect to each Credit Party:
	(i) Organizational Documents. Copies of the articles or certificates of incorporation or other organizational documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

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	(ii) Bylaws. A copy of the bylaws or other governing documents of each Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.
	(iii) Resolutions. Copies of resolutions of the Board of Directors or other governing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in full force and effect as of the Closing Date.
	(iv) Good Standing. Copies of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation.
	(v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.
(c) Opinions of Counsel. Receipt by the Administrative Agent of opinions reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent on behalf of the Lenders and dated as of the Closing Date.
(d) Consents. Receipt by the Administrative Agent of evidence that all necessary governmental, shareholder and third party consents and approvals, if any, have been received and no condition or Requirement of Law exists which would reasonably be likely to restrain, prevent or impose any material adverse conditions on the transactions contemplated hereby.
(e) Officer’s Certificate. The Borrower shall have delivered a certificate of an Authorized Officer in substantially the form of Exhibit 5.1(e).
(f) Existing Debt. (A) Receipt by the Administrative Agent of “payoff letters” (or the like) or other evidence satisfactory to it that (i) the Amended and Restated Credit Agreement, dated as of April 20, 2004, among the Borrower, certain of the Borrower’s subsidiaries, as Guarantors, the Lenders (as defined therein), and Bank of America, N.A., as Administrative Agent, (ii) the Interim Credit Agreement, dated as of January 31, 2007, among the Borrower, certain of the Borrower’s subsidiaries, as Guarantors, the Lenders (as defined therein), and Bank of America, N.A., as Administrative Agent, (iii) the 10% Senior Subordinated Note due 2014 of Ameripath Holdings, Inc. and (iv) the Credit Agreement, dated as of January 31, 2006, and as amended on September 27, 2006, by and among Ameripath Holdings, Inc., Ameripath, Inc., Wachovia Bank, N.A., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Wachovia Capital Markets, LLC, have been paid in full (or will be paid in full with the proceeds of the initial Loans made hereunder) and all agreements and notes executed or delivered in connection therewith have been cancelled or terminated, (B) receipt by the

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Administrative Agent of evidence satisfactory to it that funds sufficient to defease the Floating Rate PIK Toggle Notes of Ameripath Intermediate Holdings, Inc shall be deposited with the trustee thereunder from the proceeds of the initial Loans made hereunder, and (C) evidence satisfactory to the Administrative Agent that the tender offer (the “10½ Subordinated Note Tender Offer”) for the 10½% Senior Subordinated Notes due 2013 of AmeriPath, Inc. shall have been commenced.

          (g) Fees and Expenses. Payment by the Credit Parties of all fees (and all expenses for which invoices have been presented at least three Business Days prior to the Closing Date) owed by them as of the Closing Date to the Agents and the Lenders, including, without limitation, as set forth in the Fee Letter.

          (h) Bridge Credit Agreement. The Bridge Credit Agreement shall have been duly executed and be in full force and effect.

          (i) Consummation of Ameripath Acquisition. The Lead Arrangers shall have received evidence reasonably satisfactory to it that the Ameripath Acquisition shall have been concurrently consummated in accordance with the Merger Agreement (as in effect on the date hereof).

          (j) Financial Projections. The Administrative Agent shall have received financial projections prepared on a pro forma basis giving effect to the Transaction as if the Transaction had occurred as of the most recent fiscal quarter ended prior to the Closing Date (the “Projections”). The Borrower shall have prepared the Projections in good faith and based upon reasonable assumptions.

          (k) Patriot Act Disclosures. The Lenders shall have received all Patriot Act Disclosures reasonably requested by them prior to execution of this Credit Agreement.

          (1) Material Adverse Effect. Since April 15, 2007, there shall not have been a Material Adverse Effect (as defined in the Merger Agreement as in effect on the date hereof).

          (m) [Intentionally Omitted].

          (n) Termination Date. The Termination Date shall not have occurred.

          (o) Other. Receipt by the Administrative Agent of such other customary closing documents, certificates and instruments, as reasonably and timely requested by the Administrative Agent.

                    5.2 Conditions to All Other Extensions of Credit.

          In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make Loans nor shall the Issuing Lender be required to issue or extend a Letter of Credit in each case, after the Closing Date and excluding the initial funding of the Loans hereunder, unless, as of the date thereof:

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          (a) Notice. The Borrower shall have delivered (i) in the case of any Loan, to the Administrative Agent, an appropriate Notice of Borrowing, duly executed and completed, by the time specified in Section 2.2, (ii) in the case of any Letter of Credit, to the Issuing Lender, an appropriate request for issuance of a Letter of Credit in accordance with the provisions of Section 2.3, (iii) in the case of any Swing Line Loan, to the Swing Line Lender, a Swing Line Loan Request, duly executed and completed, by the time specified in Section 2.4, and (iv) in the case of any Competitive Bid Loan, to the Administrative Agent, an appropriate Competitive Bid Request, duly executed and completed, by the time specified in Section 2.5.

          (b) Representations and Warranties. The representations and warranties made by the Credit Parties in this Agreement or any Credit Document are true and correct in all material respects at and as if made as of such date except to the extent they expressly and exclusively relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date.

          (c) No Default. No Default or Event of Default shall exist and be continuing either prior to or after giving effect to such Extension of Credit.

          (d) Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or to the issuance of a Letter of Credit, as the case may be, (i) the sum of the Dollar Equivalent of outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swing Line Loans plus outstanding Competitive Bid Loans shall not exceed the Revolving Committed Amount, (ii) the sum of outstanding LOC Obligations shall not exceed the LOC Committed Amount, (iii) the sum of outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount and (iv) the sum of outstanding Competitive Bid Loans shall not exceed $500,000,000.

The delivery of each Notice of Borrowing, each request for a Letter of Credit, each Swing Line Loan Request and each Competitive Bid Loan Request shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), and (d) above.

SECTION 6

REPRESENTATIONS AND WARRANTIES

          The Credit Parties hereby represent to the Administrative Agent and each Lender that:

                    6.1 Organization and Good Standing.

          Each Credit Party (a) is either a partnership, a corporation or a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified and in good standing as a foreign organization and authorized to do business in every other jurisdiction where its ownership or operation of property or the conduct of its business would require it to be qualified, in good standing and authorized, unless

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the failure to be so qualified, in good standing or authorized would not have or would not reasonably be expected to have a Material Adverse Effect and (c) has the power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted.

                    6.2 Due Authorization.

          Each Credit Party (a) has the power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and (b) has duly taken all necessary action to authorize, and is duly authorized, to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party.

                    6.3 Enforceable Obligations.

          Each Credit Party has duly executed this Credit Agreement and each other Credit Document to which such Credit Party is a party and this Credit Agreement and such other Credit Documents constitute legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

                    6.4 No Conflicts.

          Neither the execution and delivery of the Credit Documents to which it is a party, nor the consummation of the transactions contemplated herein and therein, nor the performance of or compliance with the terms and provisions hereof and thereof by a Credit Party will (a) violate, contravene or conflict with any provision of such Credit Party’s organizational documents, (b) violate, contravene or conflict with any Requirement of Law (including, without limitation, Regulations T, U or X), order, writ, judgment, injunction, decree, license or permit applicable to such Credit Party which violation would have or would reasonably be expected to have a Material Adverse Effect, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which such Credit Party is a party or by which it or its properties may be bound which violation would have or would reasonably be expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to the properties of such Credit Party.

                    6.5 Consents.

          Except for consents, approvals and authorizations which have been obtained or the absence of which would not have or would not reasonably be expected to have a Material Adverse Effect, no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, equity owner or third party in respect of any Credit Party is required in connection with the execution, delivery or performance of this Credit Agreement or any of the other Credit Documents, or the consummation of any transaction contemplated herein or therein by such Credit Party.

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                    6.6 Financial Condition.

          The financial statements delivered to the Administrative Agent and the Lenders pursuant to Sections 7.1(a) and (b): (a) have been prepared in accordance with GAAP and (b) present fairly the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. Since December 31, 2006, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, or purchase or other acquisition by any such Person of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which, is not (i) reflected in the most recent financial statements delivered to the Lenders prior to the date hereof or pursuant to Section 7.1 or in the notes thereto or (ii) otherwise permitted by the terms of this Credit Agreement and communicated to the Administrative Agent and the Lenders.

                    6.7 Intentionally Omitted.

                    6.8 Disclosure.

          Neither this Credit Agreement, nor any other Credit Document, nor any financial statements delivered to the Administrative Agent or the Lenders nor any other document, certificate or statement furnished to the Administrative Agent or the Lenders by or on behalf of any Credit Party in connection with the transactions contemplated hereby, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading.

                    6.9 No Default.

          No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents.

                    6.10 Litigation.

          Except as set forth in Schedule 6.10, no litigation, investigation, claim, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective Properties (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby or (b) which would reasonably be expected to have a Material Adverse Effect.

                    6.11 Taxes.

          The Borrower and each of its Subsidiaries has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary

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stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

                    6.12 Compliance with Law.

          Except to the extent the same would not have or would not reasonably be expected to have a Material Adverse Effect:

          (a) The Borrower and each of its Subsidiaries is in compliance with all Requirements of Law (including, without limitation, Environmental Laws, ERISA, HIPAA, Medicaid Regulations and Medicare Regulations) and all material orders, writs, injunctions and decrees applicable to it, or to its Properties.

          (b) (i) Neither the Borrower nor any of its Subsidiaries nor any individual employed by the Borrower or any of its Subsidiaries has been, or may reasonably be expected to be, excluded or suspended from participation in any Medical Reimbursement Program for their corporate or individual actions or failures to act; and (ii) there is no member of management continuing to be employed by the Borrower or any of its Subsidiaries who has been, or may reasonably be expected to have, individual criminal culpability for healthcare matters under investigation by any Governmental Authority unless such member of management has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the Governmental Authority.

          (c) Current billing policies, arrangements, protocols and instructions comply with all material requirements of Medical Reimbursement Programs and are administered by properly trained personnel.

          (d) Current medical director compensation arrangements and other arrangements with referring physicians comply with state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(I) - (b)(2) and 42 U.S.C. Section 1395nn.

                    6.13 Licensing and Accreditation.

          Except to the extent the same would not have or would not be reasonably expected to have a Material Adverse Effect, each of the Credit Parties has, to the extent applicable: (a) obtained and maintains in good standing all required licenses, permits, authorization and approvals of each Governmental Authority necessary to the conduct of its business; (b) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies (including, but not limited to, CAP); (c) obtained and maintains CLIA certification; (d) entered into and maintains in good standing its Medicare Provider Agreements and its Medicaid Provider Agreements; and (e) ensured that all such required licenses, certifications and accreditations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

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                    6.14 Title to Properties, Liens.

          The Borrower and each of its Subsidiaries, is the owner of, and has good title to, or has a valid license or lease to use, all of its material Properties. All Liens on the Properties of the Borrower and its Subsidiaries are Permitted Liens.

                    6.15 Insurance.

          The properties of the Borrower and each of its Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower (except to the extent that self-insurance is maintained in reasonable amounts), in such amounts, with such deductibles and covering such risks, as is reasonable and prudent.

                    6.16 Use of Proceeds.

          The proceeds of the Loans will be used solely for the purposes specified in Section 7.10. No proceeds of the Loans will be used for the Acquisition of another Person unless such Acquisition is a Permitted Acquisition.

                    6.17 Government Regulation.

          (a) “Margin stock” within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Borrower and its Subsidiaries. None of the transactions contemplated by the Credit Documents (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of (i) the Securities Act, (ii) the Exchange Act or (iii) Regulations T, U or X.

          (b) Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940, each as amended.

                    6.18 ERISA.

          Except as would not result in or would not reasonably be expected to result in a Material Adverse Effect:

          (a) (i) No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS

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with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (v) no Lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

          (b) Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred, or, to the best of each such party’s knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

          (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.

          (d) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

                    6.19 Environmental Matters.

(a) Except as would not result in or would not reasonably be expected to result in a Material Adverse Effect:

(i) Each of the real properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Real Properties”) and all operations at the Real Properties are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Real Properties or the businesses operated by the Borrower or any of its Subsidiaries (the “Businesses”), and there are no conditions relating to the Businesses or Real Properties that would reasonably be expected to give rise to liability under any applicable Environmental Laws.

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	(ii) No Credit Party has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor, to the knowledge of the Borrower or any of its Subsidiaries, is any such notice being threatened.
	(iii) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by, or on behalf or with the permission of, the Borrower or any of its Subsidiaries in a manner that would give rise to liability under any applicable Environmental Laws.
	(iv) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any of its Subsidiaries, the Real Properties or the Businesses.
	(v) There has been no release (including, without limitation, disposal) or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations of the Borrower or any of its Subsidiaries in connection with the Real Properties or otherwise in connection with the Businesses where such release constituted a violation of, or would give rise to liability under, any applicable Environmental Laws.
	(vi) None of the Real Properties contains, or has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that, if released, constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.
	(vii) Neither the Borrower, nor any of its Subsidiaries, has assumed any liability of any Person (other than among themselves) under any Environmental Law.
(b) The Credit Parties have adopted procedures that are designed to (i) ensure that each Credit Party, any of its operations and each of the Real Properties complies with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that each Credit Party, any of its operations and each of the Real Properties may have under applicable Environmental Laws.

                    6.20 Intellectual Property.

          The Borrower and each of its Subsidiaries owns, or has the legal right to use, all material patents, trademarks, tradenames, copyrights, technology, know-how and processes (the “Intellectual

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Property”) necessary for each of them to conduct its business as currently conducted other than as would not have or would not be reasonably expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property owned by the Borrower or any of its Subsidiaries or that the Borrower or any of its Subsidiaries has a right to use or the validity or effectiveness of any such Intellectual Property, nor does the Borrower or any of its Subsidiaries have knowledge of any such claim, and, to the knowledge of the Borrower and its Subsidiaries, the use of any Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that in the aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect.

                    6.21 Subsidiaries.

          As of the date hereof, set forth on Schedule 6.21 is a complete and accurate list of all Subsidiaries of the Borrower and which of such Subsidiaries are Material Domestic Subsidiaries.

                    6.22 Solvency.

          Each Credit Party is and, after consummation of the transactions contemplated by this Credit Agreement, will be Solvent.

                    6.23 Taxpayer Identification Number.

          The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule 6.23.

SECTION 7

AFFIRMATIVE COVENANTS

          Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans and LOC Obligations, together with interest and fees and other obligations then due and payable hereunder, have been paid in full and the Commitments and Letters of Credit hereunder shall have terminated:

                    7.1 Information Covenants.

          The Credit Parties will furnish, or cause to be furnished, to the Administrative Agent and each of the Lenders an electronic (if readily available) and a hard copy of:

          (a) Annual Financial Statements. As soon as available, and in any event within the earlier of (i) 95 days after the close of each fiscal year of the Borrower or (ii) ten Business Days after the date the Borrower files its Form 10-K with the Securities and Exchange Commission, a consolidated balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such fiscal year, together with related consolidated statements of operations, cash flows and changes in stockholders’ equity for such fiscal year, setting forth in comparative form consolidated figures for the preceding

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fiscal year, all such consolidated financial information described above to be audited by independent certified public accountants of recognized national standing and whose opinion shall be to the effect that such financial statements fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Borrower and its Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP and shall not be limited as to the scope of the audit or qualified in any manner.

          (b) Quarterly Financial Statements. As soon as available, and in any event within the earlier of (i) 50 days after the close of each of the first three fiscal quarters of the Borrower or (ii) ten Business Days after the date the Borrower files its Form 10-Q with the Securities and Exchange Commission, a consolidated balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such fiscal quarter, together with related consolidated statements of operations, cash flows and changes in stockholders’ equity for such fiscal quarter setting forth in each case in comparative form the corresponding consolidated statements of operations and cash flows for the corresponding period of the preceding fiscal year, and accompanied by a certificate of an Authorized Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries and in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments. Notwithstanding the above, it is understood and agreed that delivery of the Borrower’s applicable Form 10-Q shall satisfy the requirements of this Section 7.1(b).

          (c) Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate of an Authorized Officer of the Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 and the covenant requirements in Section 7.12(b) by calculation thereof as of the end of each such fiscal period, (ii) demonstrating compliance with any other terms of this Credit Agreement as reasonably requested by the Administrative Agent, (iii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (iv) updating Schedule 6.21 as of the end of such fiscal period.

          (d) Reports. Promptly upon transmission or receipt thereof, copies of all financial statements, proxy statements, notices and reports as the Borrower or any of its Subsidiaries shall send to shareholders of the Borrower generally and, upon request of the Administrative Agent, copies of any filings and registrations with, and reports to or from, any Governmental Authority which has regulatory authority with respect to the Borrower and its Subsidiaries.

          (e) Notices. Upon a Credit Party obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent promptly (and in any event within five Business Days) of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Borrower proposes to take with respect thereto, (ii) the occurrence of any of the

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following with respect to the Borrower or any of its Subsidiaries (A) the pendency or commencement of any litigation, arbitration or governmental proceeding against the Borrower or any of its Subsidiaries which (x) would have or would reasonably be expected to have a Material Adverse Effect, or (y) would result in a significant liability to the Credit Parties or (B) material non-compliance with, or the institution of any proceedings against the Borrower or any of its Subsidiaries with respect to, or the receipt of written notice by such Person of potential liability or responsibility for violation, or alleged violation of, any Requirement of Law (including, without limitation, Environmental Laws) the violation of which would have or would reasonably be expected to have a Material Adverse Effect, (iii) any change to the Debt Rating of the Borrower, and (iv) any investigation or proceeding against the Borrower or any of its Subsidiaries to suspend, revoke or terminate, any Medicaid Provider Agreement, Medicare Provider Agreement, or exclusion from any Medical Reimbursement Program, which is reasonably expected to have a Material Adverse Effect.
(f) ERISA. Upon the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate obtaining knowledge thereof, such Person shall give written notice to the Administrative Agent and each of the Lenders promptly (and in any event within two Business Days) of the occurrence of any of the following events which has had or would be reasonably expected to have a Material Adverse Effect: (i) any Reportable Event, that constitutes an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a Material Adverse Effect; in each case together with a description of any such event or condition or a copy of any such notice and a statement by an Authorized Officer of the Borrower briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such Person with respect thereto. Promptly upon request, the Credit Parties shall furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).
(g) Environmental
	(i) Subsequent to a written notice from any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect, or during the existence of an Event of Default, and upon the written request of Administrative Agent, the Credit Parties will furnish or cause to be furnished to

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	the Administrative Agent, at the Credit Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent addressing the subject of such notice or, if during the existence of an Event of Default, regarding any release or threat of release of Hazardous Materials on any Property owned, leased or operated by a Credit Party and the compliance by the Credit Parties with Environmental Laws. If the Credit Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Credit Parties on demand.
	(ii) Each Credit Party will conduct and complete, or cause to be conducted and completed, all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any Real Properties to the extent necessary to be in compliance with all Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Real Properties to the extent any failure would have or would reasonably be expected to have a Material Adverse Effect.
(h) Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower and its Subsidiaries as the Administrative Agent may reasonably request.
(i) Public/Private Information. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (A) all Borrower Materials that are to be made available to the Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public”; and (D) the Administrative Agent shall be entitled to treat any

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Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked “Public”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

          (j) Electronic Delivery. Documents required to be delivered pursuant to Section 7.1(a) or (b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1 or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by Section 7.1(c) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

                    7.2 Financial Covenants.

          (a) Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal quarter of the Borrower, shall be less than or equal to (x) 3.50 to 1.0 through June 30, 2008 and (y) 3.25 to 1.0 thereafter.

          (b) Interest Coverage Ratio. The Interest Coverage Ratio, as of the last day of each fiscal quarter of the Borrower, shall be greater than or equal to 3.5 to 1.0.

                    7.3 Preservation of Existence and Franchises.

          The Borrower will, and will cause its Subsidiaries to, do all things necessary to preserve and keep in full force and effect its existence, rights, franchises, Intellectual Property and authority except as permitted by Section 8.4; provided that neither the Borrower nor any of its Subsidiaries shall be required to preserve any rights, franchises, Intellectual Property or authority if the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of its business and if the loss thereof would not have or would not reasonably be expected to have a Material Adverse Effect.

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                    7.4 Books and Records.

          The Borrower will, and will cause its Subsidiaries to, keep complete and accurate books and records of its transactions in order to produce its financial statements in accordance with GAAP (including the establishment and maintenance of appropriate reserves).

                    7.5 Compliance with Law.

          Except to the extent the failure to do so would not have or would not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, (a) comply with all Requirements of Law, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its Property (including, without limitation, Environmental Laws and ERISA), (b) conform with and duly observe in all material respects all laws, rules and regulations and all other valid requirements of any regulatory authority with respect to the conduct of its business, including without limitation, HIPAA, Medicare Regulations, Medicaid Regulations, and all laws, rules and regulations of Governmental Authorities, pertaining to the business of the Credit Parties; (c) obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated, including without limitation professional licenses, CLIA certifications, Medicare Provider Agreements and Medicaid Provider Agreements; (d) ensure that (i) billing policies, arrangements, protocols and instructions will comply with reimbursement requirements under Medicare, Medicaid and other Medical Reimbursement Programs and will be administered by properly trained personnel; (ii) medical director compensation arrangements and other arrangements with referring physicians will comply with applicable state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1) - (b)(2) 42 U.S.C. and 42 U. S. C. Section 1395nn; and (iii) no event or related events occur that results in the exclusion of the Borrower or any of its Subsidiaries from participation in any Medical Reimbursement Program and (e) make commercially reasonable efforts to implement policies that are consistent with HIPAA on or before the date that any Credit Party is required to comply therewith.

                    7.6 Payment of Taxes and Other Indebtedness.

          The Borrower will, and will cause its Subsidiaries to, pay, settle or discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all material lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) all of its other material Indebtedness as it shall become due (to the extent such repayment is not otherwise prohibited by this Credit Agreement); provided, however, that a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or would reasonably be expected to have a Material Adverse Effect.

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                    7.7 Insurance.

          The Borrower will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect insurance (including worker’s compensation, liability, casualty and business interruption insurance) with reputable national companies that are not Affiliates of the Borrower (except to the extent that self-insurance is maintained in reasonable amounts), in such amounts, covering such risks and liabilities as is reasonable and prudent.

                    7.8 Maintenance of Property.

          The Borrower will, and will cause its Subsidiaries to, maintain and preserve its properties and equipment in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in such properties and equipment from time to time all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, in each case to the extent and in the manner customary for companies in similar businesses.

                    7.9 Performance of Obligations.

          Except to the extent the failure to do so would not have or would not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause its Subsidiaries to, perform all of its obligations under the terms of all contracts, agreements or other agreements not evidencing Indebtedness to which it is a party or by which it or its Properties may be bound.

                    7.10 Use of Proceeds.

          The Borrower will use the proceeds of the Loans solely for the Transactions. The Borrower will use the Letters of Credit solely for the purposes set forth in Section 2.3(a).

                    7.11 Audits/Inspections.

          Upon reasonable notice and during normal business hours, but not more than once per calendar year, the Borrower will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect the Borrower’s or any Subsidiary’s Property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent, any Lender or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or the Lenders and to discuss all such matters with the officers, employees and representatives of the Borrower and/or its Subsidiaries; provided, however, during the existence of a Default or Event of Default, the Administrative Agent and the Lenders may request as many inspections as reasonable under the circumstances. Any expenses incurred in connection with this Section 7.11 shall be for the account of the Lenders unless an Event of Default exists in which case such expenses shall be for the account of the Borrower. Any representatives appointed by the Administrative Agent shall sign a confidentiality agreement reasonably acceptable to the Borrower prior to any visit, investigation, inspection or verification permitted by this Section 7.11.

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          7.12 Additional Credit Parties.

          (a) At the time any Person becomes a Material Domestic Subsidiary or at the time any Subsidiary of the Borrower guaranties any Pari Passu Debt (if it is not already a Guarantor), the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days) shall cause such Person to (i) execute a Joinder Agreement in substantially the same form as Exhibit 7.12, thereby, among other things, causing such Person to become a Guarantor, and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

          (b) If at any time Non-Material Domestic Subsidiaries own assets in an aggregate amount greater than five percent (5%) of Total Assets or produce revenues in an aggregate amount greater than five percent (5%) of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, the Borrower will designate one or more Non-Material Domestic Subsidiaries to become a Guarantor (and such Non-Material Domestic Subsidiary shall become a Guarantor in accordance with clause (a) above) so that after giving effect to such designation and action, Non-Material Domestic Subsidiaries own assets in the aggregate of equal to or less than five percent (5%) of Total Assets and produce revenues in an aggregate amount equal to or less than five percent (5%) of the total revenues of the Borrower and its Subsidiaries on a consolidated basis.

          7.13 Compliance Program.

          The Borrower will, and will cause each of its Domestic Subsidiaries that operates a clinical laboratory to, maintain, and be operated in accordance with, a compliance program which is reasonably designed to provide effective internal controls that promote adherence to applicable federal and state law and the program requirements of federal and state health plans, and which includes the implementation of internal audits and monitoring on a regular basis to monitor compliance with the requirements of the compliance program and applicable law, regulations and company policies.

SECTION 8

NEGATIVE COVENANTS

          Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans and LOC Obligations, together with interest, fees and other obligations then due and payable hereunder, have been paid in full and the Commitments and Letters of Credit hereunder shall have terminated:

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                    8.1 Indebtedness.

          The Borrower will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other than:

          (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents;

          (b) [Intentionally Omitted];

          (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;

          (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower;

          (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

          (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding;

          (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes;

          (h) Any guaranty of Indebtedness of the Borrower;

          (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;

          (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1;

          (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and

          (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

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                    8.2 Liens.

          The Borrower will not, nor will it permit its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien with respect to any of its Property of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, other than Permitted Liens.

                    8.3 Nature of Business.

          The Borrower will not, nor will it permit its Subsidiaries to, alter the character of its business from that conducted as of the date hereof or engage in any substantial manner in any business other than (a) the business conducted by the Borrower and its Subsidiaries as of the date hereof and (h) other healthcare-related businesses and businesses reasonably related thereto.

                    8.4 Consolidation and Merger.

          The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied:

          (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt written notice of such action;

          (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity;

          (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and

          (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

8.5 Sale or Lease of Assets.

          The Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal of (a) subject to Sections 7.12 and 7.13, assets from the Borrower or one of its Subsidiaries to each other; (b) inventory and supplies in the

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ordinary course of business; (c) obsolete, surplus, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) assets which constitute a Permitted Investment in the ordinary course of business; (e) Receivables pursuant to a Permitted Receivables Financing; (f) Investments in the Strategic Investments Portfolio and (g) assets of the Borrower and its Subsidiaries, in addition to those permitted above in this Section 8.5; provided that in the case of this clause (g) (i) no Event of Default exists prior to such transfer, (ii) no Default or Event of Default exists after giving effect to such transfer and (iii) after giving effect to such transfer, the aggregate amount of all such transfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal quarter of the Borrower for which an officer’s certificate has been delivered pursuant to Section 7.1(c).

                    8.6 Investments.

          The Borrower will not, nor will it permit its Subsidiaries to, make or permit to exist any Investments except for Permitted Investments.

                    8.7 Transactions with Affiliates.

          The Borrower will not, nor will it permit its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder, Subsidiary or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder, Subsidiary or Affiliate, except that, notwithstanding the foregoing, each of the following shall be permitted: (a) transactions between or among the Credit Parties; (b) transactions between or among the Borrower and its wholly owned Subsidiaries as long as such transaction is not disadvantageous to the Lenders in any material respect; (c) transactions between or among the Borrower or one or more of its wholly owned Subsidiaries (on the one hand) and one of the non-wholly owned Subsidiaries of the Borrower (on the other hand) as long as none of the equity of such non-wholly owned Subsidiary is owned or controlled by an officer or director of any Credit Party; (d) advances to employees permitted by clause (f) of the definition of Permitted Investments; (e) Dividends; (f) fees, compensation and other benefits paid to, and customary indemnity and reimbursement provided on behalf of, officers, directors and employees of any Credit Party in the ordinary course of business; (g) any employment agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (h) any Permitted Receivables Financing; and (i) transactions and agreements in existence on the date hereof and listed on Schedule 8.7 and, in each case, any amendment thereto, that is not disadvantageous to the Lenders in any material respect.

                    8.8 Fiscal Year; Accounting; Organizational Documents.

          The Borrower will not, nor will it permit its Subsidiaries to, unless such action (i) would not affect the calculation of the financial covenants in Section 7.2 and (ii) would not or would not reasonably be likely to affect the rights of the Lenders under the Credit Documents: (a) change its fiscal year other than changing the fiscal year of a Subsidiary of the Borrower to a calendar year

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end, (b) change its accounting procedures, except as a result of changes in GAAP and in accordance with Section 1.3 or (c) change its organizational or governing documents.

                    8.9 Stock Repurchases.

          The Borrower will not, nor will it permit its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise acquire or retire or make any provisions for redemption, acquisition or retirement of any shares of the Capital Stock of the Borrower of any class or any warrants or options to purchase any such shares (collectively, a “Stock Repurchase”); provided that the Borrower or its Subsidiaries may consummate Stock Repurchases as long as on the date of such Stock Repurchase and after giving effect to such Stock Repurchase no Default or Event of Default exists and is continuing.

                    8.10 Sale/Leasebacks.

(a) Except as set forth in clause (b) below, the Borrower will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless:
	(i) the Sale and Leaseback Transaction is solely with the Borrower or a Guarantor; or
	(ii) the lease is for a period not in excess of five years, including renewal rights; or
	(iii) prior to or within 270 days after the completion of the sale of such Principal Property in connection with the Sale and Leaseback Transaction, the Borrower or its Subsidiary applies the net cash proceeds of the sale of such Principal Property to: (A) the prepayment of (1) the Term Loans and, once the principal amount of Term Loans has been repaid in full, to the prepayment of the Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) or (2) debt ranking equally with the Loans; or (B) the acquisition of different property, facilities or equipment or the expansion of the Borrower and its Subsidiaries’ existing business, including the acquisition of other businesses.
(b) In addition to the Sale and Leaseback Transactions permitted by clause (a) above, the Borrower or any of its Subsidiaries may enter into any Sale and Leaseback Transactions if all Attributable Debt (measured, in each case, at the time such Sale and Leaseback Transaction is entered into by the Borrower or its Subsidiary) in respect of such Sale and Leaseback Transactions (not including any Sale and Leaseback Transactions permitted under clause (a) above), in the aggregate, does not exceed 5% of Total Assets.

SECTION 9

EVENTS OF DEFAULT

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                    9.1 Events of Default.

          An Event of Default shall exist upon the occurrence, and during the continuation, of any of the following specified events (each an “Event of Default”):

(a) Payment. Any Credit Party shall default in the payment (i) when due of any principal of any of the Loans or any reimbursement obligation arising from drawings under Letters of Credit, whether hereunder, under any Guaranty or otherwise, or (ii) within three Business Days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any Guaranty or other Credit Documents or in connection herewith or therewith.
(b) Representations. Any representation, warranty or statement made or deemed to be made by any Credit Party herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made.
(c) Covenants. Any Credit Party shall:
	(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.3, 7.10, or 7.12 or Section 8 inclusive;
	(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 7.1 (excepting Section 7.1(e) for which the unremedied period shall only be five Business Days) and 7.11 and such default shall continue unremedied for a period of ten Business Days; or
	(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b) or (c)(i) or (ii) of this Section 9.1) contained in this Credit Agreement and such default shall continue unremedied for a period of at least 30 days after the earlier of an Authorized Officer of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent.
(d) Other Credit Documents. (i) Any Credit Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Credit Documents and such default shall continue unremedied for a period of at least 30 days after the earlier of an Authorized Officer of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent, (ii) any Credit Document shall fail to be in full force and effect or any Credit Party shall so assert or (iii) any Credit Document shall fail to give the Administrative Agent and/or the Lenders the rights, powers and privileges purported to be created by such Credit Document.
(e) Guaranties. The guaranty given by the Credit Parties hereunder or by any Additional Credit Party or material provision thereof shall cease to be in full force and effect, or any Guarantor or any Person acting by or on behalf of such Guarantor shall

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deny or disaffirm such Guarantor’s obligations under such guaranty or such Guarantor shall default in the due payment or performance of such guaranty.

          (f) Bankruptcy, etc. The occurrence of any of the following with respect to a Credit Party (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of a Credit Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of a Credit Party or for any substantial part of its Property or ordering the winding up or liquidation of, or an administrator in respect of, its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against a Credit Party and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) a Credit Party shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of such Person or any substantial part of its Property or make any general assignment for the benefit of creditors; or (iv) a Credit Party shall fail generally, or shall admit in writing its inability, to pay its debts as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

          (g) Defaults under Other Indebtedness. With respect to any Indebtedness in excess of $150,000,000 (other than Indebtedness outstanding under this Credit Agreement) of the Borrower or any of its Subsidiaries (A) such Person shall (x) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (y) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders, if any) to require (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (C) any such Indebtedness shall mature and remain unpaid.

          (h) Judgments. One or more judgments, orders, or decrees shall be entered against any one or more of the Borrower and its Subsidiaries involving a liability of $150,000,000 or more, in the aggregate, (to the extent not paid, covered by insurance provided by a carrier who has acknowledged coverage or covered by an indemnification from Corning Incorporated or SmithKline Beecham PLC) and such judgments, orders or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (A) the last day on which such judgment, order or decree becomes final and unappealable or (B) 60 days.

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	(i) ERISA. The occurrence of any of the following events or conditions which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect: (i) any “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, other than a Multiemployer Plan, or any Lien shall arise on the assets of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate in favor of the PBGC or a Plan, other than a Multiemployer Plan; (ii) an ERISA Event shall occur with respect to a Single Employer Plan, which is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is reasonably likely to result in (A) the termination of such plan for purposes of Title IV of ERISA, or (B) the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such plan; (iv) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability; or (v) the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $150,000,000.
	(j) Ownership. There shall occur a Change of Control.
	(k) Borrower Material Adverse Effect. Any event or other circumstance shall have occurred or come into effect on or prior to the Closing Date which shall have resulted in a Material Adverse Effect which shall be continuing on the 45th day following the Closing Date.
	9.2 Acceleration; Remedies.
Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may or shall, upon the request and direction of the Required Lenders, take the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Credit Parties, except as otherwise specifically provided for herein:
	(a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.
	(b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, any reimbursement obligations arising from drawings under Letters of Credit and any and all other Indebtedness or obligations of any and every kind owing by a Credit Party to any of the Lenders under the Credit Documents to be due

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whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties.

          (c) Cash Collateral. Direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default under Section 9.1(f), it will immediately pay) to the Administrative Agent additional cash, to be held by the Administrative Agent, for the benefit of the Lenders, in a cash collateral account as additional security for the LOC Obligations in respect of subsequent drawings under all then outstanding Letters of Credit in an amount equal to the maximum aggregate amount which may be drawn under all Letters of Credits then outstanding.

          (d) Enforcement of Rights. To the extent permitted by law, enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

                    9.3 Allocation of Payments After Event of Default.

          Notwithstanding any other provisions of this Credit Agreement, after the exercise of any remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (or after any Event of Default that causes the Commitments to terminate and/or all of the Credit Party Obligations to be due hereunder), all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

          FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable Attorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below;

          SECOND, to payment of any fees owed to the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender, pro rata as set forth below;

          THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below;

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          FOURTH, to the payment of the outstanding principal amount of the Loans and unreimbursed drawings under Letters of Credit, and to the payment or cash collateralization of the outstanding LOC Obligations, pro rata as set forth below;

          FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

          SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH” and “FIFTH” above in the manner provided in this Section 9.3.

SECTION 10

AGENCY PROVISIONS

                    10.1 Appointment.

          (a)          Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary or trustee relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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	(b) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts taken by or omissions of the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
	(c) Each of (1) Morgan Stanley in its capacity as Syndication Agent and (ii) Barclays Bank PLC, JPMorgan Chase Bank, N.A., Merrill Lynch Bank, USA and Wachovia Bank, National Association in their capacities as Co-Documentation Agents shall have no duties or obligations whatsoever under this Credit Agreement or the other Credit Documents.
	10.2 Delegation of Duties.
The Administrative Agent may execute any of its duties under this Credit Agreement or any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.
	10.3 Exculpatory Provisions.
No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof.

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                    10.4 Reliance on Communications.

          (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been delivered to the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.

          (b) For purposes of determining compliance with the conditions specified in Section 5.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

                    10.5 Notice of Default.

          The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be reasonably directed by the Required Lenders in accordance with Section 9.2; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall

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not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

                    10.6 Non-Reliance on Administrative Agent and Other Lenders.

          Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

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                    10.7 Indemnification.

          To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Agent-Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Agent-Related Person, as the case may be, such Lender’s Revolving Loan Commitment Percentage and/or Term Loan Commitment Loan Percentage, as applicable, (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as such, or against any Agent-Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity.

                    10.8 Administrative Agent in Its Individual Capacity.

          Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Credit Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or the Issuing Lender hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Credit Party or such Affiliate) and that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Credit Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the Issuing Lender, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

                    10.9 Successor Agent.

          The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent (such appointment, absent the existence of an Event of Default, to be subject to the consent of the Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 10 and Sections

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11.5 and 11.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

                    10.10 Agent May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

          (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Credit Party Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Credit Documents.

          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Credit Party Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 11

MISCELLANEOUS

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                    11.1 Notices Etc.

          (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

          (i) if to a Credit Party or the Administrative Agent to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.1 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

          (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its administrative questionnaire provided by the Administrative Agent or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to such Credit Party and the Administrative Agent.

          Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

          (b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Section 2 by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website

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shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT- RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agent-Related Persons have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided, however, that in no event shall any Agent-Related Person have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages {as opposed to direct or actual damages).

          (d) Effectiveness of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on the Borrower, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

          (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of a Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Credit Parties shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Credit Party. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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          (f) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the Issuing Lender and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Issuing Lender and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

                    11.2 Right of Set-Off.

          In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Credit Party against obligations and liabilities of such Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Sections 11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

                    11.3 Benefit of Agreement.

          (a) Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except

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(i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Loan Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

          (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including participations in LOC Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

          (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

          (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

          (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit

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any Lender from assigning all or a portion of its Revolving Committed Amount and Term Loan Committed Amount on a non-pro rata basis;

          (iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and as set forth below:

          (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

          (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Loan Committed Amount or Revolving Committed Amount if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Senior Credit Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

          (C) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

          (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

          (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

          (v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

          (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the

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interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.9, 3.12, 3.13, 3.14 and 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

          (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Agency Service Address a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Credit Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register.

          (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or any competitor of the Borrower or any affiliate of a competitor of the Borrower) (each, a “Loan Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans; provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Loan Participant, agree to any amendment, waiver or other modification that would change the amount, interest rate or maturity of the Loans or any other matter that requires unanimous consent of all of the Lenders. Subject to subsection (e) of this Section, the Borrower agrees that each Loan

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Participant shall be entitled to the benefits of Sections 3.9, 3.13 and 3.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Loan Participant also shall be entitled to the benefits of Section 11.2 as though it were a Lender, provided such Loan Participant agrees to be subject to Section 3.8 as though it were a Lender.

          (e) Loan Participant’s Rights. A Loan Participant shall not be entitled to receive any greater payment under Section 3.9 or 3.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Loan Participant, unless the sale of the participation to such Loan Participant is made with the Borrower’s prior written consent. A Loan Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.13 unless the Borrower is notified of the participation sold to such Loan Participant and such Loan Participant agrees, for the benefit of the Borrower, to comply with Section 3.13 as though it were a Lender.

          (f) Unrestricted Assignments. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (g) Special Purpose Entities. Notwithstanding anything to the contrary contained herein, so long as any action in accordance with this Section 11.3(g) does not cause increased costs or expenses for the Borrower, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC so long as such disclosure is clearly designated as being made on a confidential basis. This Section 11.3(g) may not be amended without the prior written consent of each Granting

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Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

          (h) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

                    11.4 No Waiver; Remedies Cumulative.

          No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any Credit Party and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

                    11.5 Payment of Expenses; Indemnification.

(a) The Borrower shall pay on demand:

          (i) any and all attorneys’ fees and disbursements and out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, drafting, negotiation and administration of the Credit Documents, any amendments thereto and the syndication and closing of the transactions contemplated thereby; and

          (ii) all costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings.

          The foregoing costs and expenses shall include all out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten

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Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.

(b) Indemnification.

          (i) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including attorney costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (A) the execution, delivery, enforcement, performance or administration of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (B) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (C) any actual or alleged presence or release of hazardous materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries or any environmental liability related in any way to the Borrower or any of its Subsidiaries or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Credit Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Credit Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.5(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the Credit Party Obligations.

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          (ii) To the extent that the undertaking to indemnify and hold harmless set forth in Section 11.5(b)(i) may be unenforceable as violative of any applicable law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

                    11.6 Amendments, Waivers and Consents.

          Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

          (a) extend the Maturity Date or extend or postpone the time for any payment or prepayment of principal of any Loan or unreimbursed drawing of any Letter of Credit;

          (b) reduce the rate or amount or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

          (c) reduce or waive the principal amount of any Loan or unreimbursed drawing of any Letter of Credit;

          (d) increase or extend the Commitment of a Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

          (e) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release (i) all or substantially all of the Guarantors from their respective obligations under the Credit Documents or (ii) any material Guaranty;

          (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7 (or any other provision providing for the pro rata nature of payments or disbursements to Lenders), 3.8, 9.1(a), 11.2, 11.3 or 11.5; or

          (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders.

Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent, (ii) no provisions of Section 2.3 may be amended or modified without the consent of the Issuing Lender and (iii) no provisions of Section 2.4 may be amended or modified without the consent of the Swing Line Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan

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that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

If, in connection with any proposed amendment, waiver or consent requiring the consent of a greater percentage of the Lenders than the Required Lenders and the consent of the Required Lenders is obtained, but the consent of one or more other Lenders is not obtained (any such Lender which declares in writing that it will not provide such consent or whose consent is not obtained within the applicable period prescribed for such amendment, waiver or consent being referred to herein as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, the Borrower may, within 45 days of such Lender becoming a Non-Consenting Lender, give notice in writing to the Administrative Agent and such Non-Consenting Lender of the Borrower’s intention to cause such Non-Consenting Lender to sell all of such Non-Consenting Lenders’ interests in its Commitments for an amount equal to the principal balances thereof and all accrued interest and fees with respect thereto through the date of sale pursuant to one or more Assignment and Acceptance Agreements, such sale being without premium or discount. In the event of any such notice, such Non-Consenting Lender shall be required to sell and assign such interests (including all of its related rights and obligations) as provided in this Section. Any such sale of a Non-Consenting Lender’s Commitments must be to an Eligible Assignee and, unless otherwise agreed to by the Administrative Agent, the Borrower shall be solely responsible for sourcing such Eligible Assignee, at no cost or expense to the Administrative Agent or any Lender. Any such assignment to an Eligible Assignee pursuant to this Section shall be in accordance with clause (b)(iv) of Section 11.3. At any time during or after the period during which a proposed amendment, waiver or consent was pending, upon the request of the Borrower the Administrative Agent shall promptly provide (but in any event within one Business Day) the Borrower with the names, contact information, Commitment percentages, principal balances and any other information reasonably requested for each Lender which, at the time of such request, was either a Non-Consenting Lender or had not yet decided whether or not to approve or consent to such amendment, waiver or consent.

                    11.7 Counterparts.

          This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

                    11.8 Headings.

          The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

                    11.9 Defaulting Lender.

          Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter requiring

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the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

                    11.10 Survival of Indemnification.

          All indemnities set forth herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, the issuance of the Letters of Credit and the repayment of the Loans, LOC Obligations and other obligations and the termination of the Commitments hereunder. All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Extension of Credit, and shall continue in full force and effect as long as any Loan or any other Credit Party Obligation hereunder shall remain unpaid or unsatisfied.

                    11.11 Governing Law; Venue; Jurisdiction.

          (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States sitting in New York City, and, by execution and delivery of this Credit Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of such courts. Each Credit Party irrevocably consents to the service of process in any action or proceeding with respect to this Credit Agreement or any other Credit Document by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective 10 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against a Credit Party in any other jurisdiction. Each Credit Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(a) is intended to impair a Credit Party’s right under applicable law to appeal or seek a stay of any judgment.

          (b) Each Credit Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

105

                    11.12 Waiver of Jury Trial; Waiver of Consequential Damages.

          EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Each Credit Party agrees not to assert any claim against the Administrative Agent, the Issuing Lenders, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein.

                    11.13 Severability.

          If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

                    11.14 Further Assurances.

          The Credit Parties agree, upon the request of the Administrative Agent, to promptly take such actions, as reasonably requested, as is necessary to carry out the intent of this Credit Agreement and the other Credit Documents.

                    11.15 Confidentiality.

          Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives, excluding equity security departments and their members (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Loan Participant in, or any prospective assignee of or Loan

106

Participant in, any of its rights or obligations under this Credit Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Credit Agreement and information about this Credit Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Credit Agreement, the other Credit Documents and the Loans.

For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Credit Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including federal and state securities laws.

                    11.16 Entirety.

          This Credit Agreement together with the other Credit Documents and the Fee Letter represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

                    11.17 Binding Effect; Continuing Agreement.

          (a) This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower, the Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise)

107

which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns.

          (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

                    11.18 USA Patriot Act Notice.

          Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

                    11.19 No Advisory or Fiduciary Responsibility.

          In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower and each Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lead Arrangers are arm’s-length commercial transactions between the Borrower, each Guarantor and their respective Affiliates, on the one hand, and the Administrative Agent and the Lead Arrangers, on the other hand, (B) each of the Borrower and the Guarantors has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) each of the Administrative Agent and the Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any Guarantor or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor either Lead Arranger has any obligation to the Borrower, the Guarantors or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth

108

herein and in the other Credit Documents; and (iii) the Administrative Agent and the Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Guarantors and their respective Affiliates, and neither the Administrative Agent either Lead Arranger has any obligation to disclose any of such interests to the Borrower, any Guarantor or any of their respective Affiliates, it being understood that nothing in the Credit Documents is in any way intended to limit the scope of the engagement of Morgan Stanley & Co. Incorporated or the obligations of Morgan Stanley & Co. Incorporated pursuant to its engagement by you as financial advisor in connection with the Acquisition, or your rights and remedies in connection therewith.

                    11.20 Judgment Currency.

          If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Credit Party in respect of any such sum due from it to any Agent or the Lenders hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Credit Party in the Agreement Currency, such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

109

          Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER:

QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation
By:
Name:          Joseph P. Manory
Title:          Vice President and Treasurer

Signature Page to Credit Agreement
Quest Diagnostics Incorporated

GUARANTORS:

AMERICAN MEDICAL LABORATORIES,
	INCORPORATED,
a Delaware corporation
AML INC.,
a Delaware corporation
APL PROPERTIES LIMITED LIABILITY COMPANY,
a Nevada limited liability company
CENTRAL PLAINS HOLDINGS, INC.,
a Kansas corporation
CENTRAL PLAINS LABORATORIES, LLC,
a Kansas limited liability company
DIAGNOSTIC REFERENCE SERVICES INC.,
a Maryland corporation
DPD HOLDINGS INC.,
a Delaware corporation
ENTERIX INC.,
a Delaware corporation
EXAMONE WORLD WIDE, INC.,
a Pennsylvania corporation
EXAMONE WORLD WIDE OF NJ, INC.,
a New Jersey corporation
FNA CLINICS OF AMERICA, INC.,
a Delaware corporation
FOCUS DIAGNOSTICS, INC.,
a Delaware corporation
FOCUS TECHNOLOGIES HOLDINGS COMPANY,
a Delaware corporation
LABONE, INC.,
a Missouri corporation

Signature Page to Credit Agreement
Quest Diagnostics Incorporated

LABONE OF OHIO, INC.,
a Delaware corporation
MEDPLUS, INC.,
an Ohio corporation
METWEST INC.,
a Delaware corporation
NICHOLS INSTITUTE DIAGNOSTICS,
a California corporation
OSBORN GROUP INC.,
a Delaware corporation
QUEST DIAGNOSTICS CLINICAL
	LABORATORIES, INC.,
a Delaware corporation
QUEST DIAGNOSTICS HOLDINGS
	INCORPORATED,
a Delaware corporation
QUEST DIAGNOSTICS NICHOLS INSTITUTE,
a California corporation
QUEST DIAGNOSTICS INCORPORATED,
a Maryland corporation
QUEST DIAGNOSTICS INCORPORATED,
a Michigan corporation
QUEST DIAGNOSTICS INCORPORATED,
a Nevada corporation
QUEST DIAGNOSTICS LLC,
a Connecticut limited liability company
QUEST DIAGNOSTICS LLC,
an Illinois limited liability company
QUEST DIAGNOSTICS LLC,
a Massachusetts limited liability company

Signature Page to Credit Agreement Quest Diagnostics Incorporated
QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.,
a Virginia corporation
QUEST DIAGNOSTICS OF PENNSYLVANIA, INC.,
a Delaware corporation
SYSTEMATIC BUSINESS SERVICES, INC.,
a Missouri corporation
UNILAB CORPORATION,
a Delaware corporation
By:
Name:	Joseph P. Manory
Title:	Vice President and Treasurer of each of the above Guarantors
PATHOLOGY BUILDING PARTNERSHIP,
a Maryland general partnership
By:	Quest Diagnostics Incorporated, a Maryland corporation, its general partner
By:
Name:	Joseph P. Manory
Title:	Vice President and Treasurer
By:	Diagnostic Reference Services Inc., a Maryland corporation, its general partner
By:
Name:	Joseph P. Manory
Title:	Vice President and Treasurer
QUEST DIAGNOSTICS INVESTMENTS INCORPORATED,
a Delaware corporation
By:
Name:	Stephen A. Calamari
Title:	Treasurer

Signature Page to Credit Agreement Quest Diagnostics Incorporated
QUEST DIAGNOSTICS FINANCE INCORPORATED,
a Delaware corporation
By:
Name:	Stephen A. Calamari
Title:	Treasurer

Signature Page to Credit Agreement
Quest Diagnostics Incorporated

LENDERS:

BANK OF AMERICA, N.A.,
individually in its capacity as administrative Agent
By:
Name:	Craig Murlless
Title:	Senior Vice President
BANK OF AMERICA, N.A.,
individually in its capacity as a Lender and in its capacity as Issuing Lender
By:
Name:	Craig Murlless
Title:	Senior Vice President

MORGAN STANLEY SENIOR FUNDING, INC.
as a Lender,
By
Name:		Anish Shah
Title:		Vice President

Five-Year Credit Agreement

NORDEA BANK FINLAND PLC,
New York and Grand Cayman Branches
By
Name: Henrik M. Steffensen
Title: Senior Vice President
By
Name: Gerald E. Chelius
Title: SVP Credit

Five-Year Credit Agreement

Wachovia Bank, National Association
By
Name: Jeanette A. Griffin
Title:  Director

Five-Year Credit Agreement

SUNTRUST BANK
By
Name: Helen C. Hartz
Title: Vice President

Five-Year Credit Agreement

Union Bank of California, N. A.
By
Name: Richard A. Lopart
Title:   Vice President

Five-Year Credit Agreement

MERRILL LYNCH BANK USA
By
Name: Louis Alder
Title:  Director

Five-Year Credit Agreement

Manufacturers and Traders Trust Company
By
Name: Laurel LB Magruder
Title:   Vice President

Five-Year Credit Agreement

KeyBank National Association
By
Name: J. T. Taylor
Title: Senior Vice President

Five-Year Credit Agreement

SUMITOMO MITSUI BANKING CORPORATION
By
Name: David A. Buck
Title: Senior Vice President

Five-Year Credit Agreement

Calyon New York Branch
By
Name: Thomas Randolph
Title: Managing Director
By
Name: Yuri Muzichenko
Title: Director

Five-Year Credit Agreement

FIFTH THIRD BANK
By
Name: George B. Davis
Title: Vice Presient

Five-Year Credit Agreement

The Royal Bank of Scotland plc
By
Name: Iain Stewart
Title:   Managing Director

Five-Year Credit Agreement

FORTIS CAPITAL CORP.
By
Name: John W. Deegan
Title:   Senior Vice President
By
Name: Rachel Lanava
Title:   Vice President

Five-Year Credit Agreement

Taipel Fubon Commercial Bank, New York Agency
By
Name: Sophia Jing
Title: FVP & General manager

Five-Year Credit Agreement

JPMorgan Chase Bank, N.A.
By
Name: Harold V. Garrity III
Title: Vice President

Five-Year Credit Agreement

COMMERCE BANK, N.A.
By
Name: ILLEGIBLE
Title: Vice President

Five-Year Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
By
Name: LILLIAN KIM
Title: AUTHORIZED SIGNATORY

Five-Year Credit Agreement

The Northern Trust Company
By
Name: Courtney L. O’Connor
Title:   2nd Vice President

Five-Year Credit Agreement

BARCLAYS BANK PLC
By
Name: Nicholas Bell
Title: Director

Five-Year Credit Agreement

Citibank, N.A.
By
Name: Christopher Conway
Title: Vice President

Five-Year Credit Agreement

CHANG HWA COMMERCIAL BANK, LTD. LOS ANGELES BRANCH
By
Name: Wen-Che Chen
Title: VP & General Manager

Five-Year Credit Agreement

Wells Fargo Bank, N.A.
By
Name: Donald P. Schwartz
Title: Sr. V.P.

Five-Year Credit Agreement

U.S. Bank, N.A.
By
Name: Thomas A. Heckman
Title: Vice President

Five-Year Credit Agreement

[NAME OF LENDER]
THE BANK OF NEW YORK
By
Name: JOHN M. LOKAY, JR.
Title: VICE PRESIDENT

Five-Year Credit Agreement

Mizuho Corporate Bank, Ltd.
By
Name: Raymond Ventura
Title: Deputy General Manager

Five-Year Credit Agreement

Signature Page to Amended and Restated Credit Agreement
Quest Diagnostics Incorporated

PNC Bank, National Association
By:
Name:		Michael Richards
Title:		Senior Vice President

SCHEDULE 1.01

MANDATORY COST FORMULAE

1.	The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Lenders for the cost of compliance with:
	(a)	the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions); or
	(b)	the requirements of the European Central Bank.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. The Administrative Agent will, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender as the case may be, a statement setting forth the calculation of any Mandatory Cost.
3.	The Additional Cost Rate for any Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Lender’s participation in all Loans made from such Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Lending Office.
4.	The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows:
	(a)	in relation to any Loan in Sterling:

AB+C(B-D)+E × 0.01	per cent per annum
100 - (A+C)

(b) in relation to any Loan in any currency other than Sterling:

E × 0.01	per cent per annum
300

Where:
	“A”	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to

		maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
	“B”	is the percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost and any interest charged on overdue amounts pursuant to the first sentence of Section 2.08(b) and, in the case of interest (other than on overdue amounts) charged at the Default Rate, without counting any increase in interest rate effected by the charging of the Default Rate) payable for the relevant Interest Period of such Loan.
	“C”	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
	“D”	is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.
	“E”	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.
5.	For the purposes of this Schedule:
	(a)	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
	(b)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
	(c)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and
	(d)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
	Capitalized terms used in this Schedule and not otherwise defined herein are used as defined in this Agreement.
6.	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as

	0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
7.	If requested by the Administrative Agent or the Borrower, each Lender with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent and the Borrower, the rate of charge payable by such Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by such Lender as being the average of the Fee Tariffs applicable to such Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Lender.
8.	Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:
	(a)	the jurisdiction of the Lending Office out of which it is making available its participation in the relevant Loan; and
	(b)	any other information that the Administrative Agent may reasonably require for such purpose.
Each Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph.
9.	The percentages of each Lender for the purpose of A and C above and the rates of charge of each Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its Lending Office.
10.	The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under- compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.
11.	The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.

12.

Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

The Administrative Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

Schedule 1.1(a)
Credit Agreement

COMMITMENT PERCENTAGES
LENDING OFFICE

LENDER	LENDING OFFICE	TERM LOAN COMMITMENT AMOUNT	REVOLVING LOAN COMMITMENT AMOUNT	COMMITMENT PERCENTAGE
Morgan Stanley Senior Funding, Inc.	Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, NY 10036 Attention: Lisa Malone (718) 754-7425	$108,936,170.20	$51,063,829.80	6.808510638	%
Bank of America, N.A.	Bank of America, N.A. 101 N. Tryon Street Mail Code: NC1-001-04-39 Charlotte, NC 28255 Attention: Katrina Linen (704) 388-3918	$108,936,170.20	$51,063,829.80	6.808510638	%
Merrill Lynch Bank USA	Merrill Lynch Bank USA 15 W. South Temple, Suite 300 Salt Lake City, UT 84101 Attention: Dave Millett (801) 526-8312	$95,319,148.94	$44,680,851.06	5.957446809	%
Barclays Bank PLC	Barclays Bank PLC 200 Park Avenue, 4th FL New York, NY 10166 Attention: Nicholas Bell (212) 412-4029	$95,319,148.94	$44,680,851.06	5.957446809	%
JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A. 277 Park Avenue New York, NY 10172 Attention: Hal Garrity (212) 622-3499	$95,319,148.94	$44,680,851.06	5.957446809	%
Wachovia Bank, National Association	Wachovia Bank, National Association One South Broad St. PA4152 Philadelphia, PA 19107 Attention: Jeanette Griffin (267) 321-6615	$95,319,148.94	$44,680,851.06	5.957446809	%
The Bank of Tokyo- Mitsubishi UFJ, Ltd., NY Branch	Bank of Tokyo-Mitsubishi UFJ, Ltd 1251 Avenue of the Americas, 12th FL New York, NY 10020-1104 Attention: Jose Carlos (212) 782-4233	$81,702,127.66	$38,297,872.34	5.106382979	%
Calyon New York Branch	Healthcare Group 1301 Avenue of the Americas New York, NY 10019 Attention: Tom Randolph (212) 261-7431	$81,702,127.66	$38,297,872.34	5.106382979	%
Citibank, N.A.	Citibank, N.A. 338 Greenwich St. 21th FL	$81,702,127.66	$38,297,872.34	5.106382979	%

	New York, NY 10026 Attention: Mark R. Floyd (212) 816-2111
Mizuho Corporate Bank, Ltd.	Mizuho Corporate Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attention: Vadim Mulodzhanov (212) 282-3559	$81,702,127.66	$38,297,872.34	5.106382979	%
PNC Bank National Association	PNC Bank National Association 1950 Rt 70W Cherryhill, NJ 08003 Attention: Leslie Turkington (856) 489-2765	$81,702,127.66	$38,297,872.34	5.106382979	%
The Royal Bank of Scotland plc	The Royal Bank of Scotland plc 101 Park Avenue, 12th FL New York, NY 10178 Attention: Eugene Shim (212) 401-3804	$81,702,127.66	$38,297,872.34	5.106382979	%
Fifth Third Bank	Fifth Third Bank 707 Grant St. MDAGTB21 Pittsburgh, PA 15219 Attention: George Davis (412) 291-5703	$51,063,829.79	$23,936,170.21	3.191489362	%
KeyBank National Association	KeyBank National Association 127 Public Square, 6th FL Cleveland, OH 44114 Attention: J.T. Taylor (216) 689-4490	$51,063,829.79	$23,936,170.21	3.191489362	%
Nordea Bank Finland Plc, New York and Cayman Branches	Nordea Bank Finland Plc, New York Branch 437 Madison Avenue New York, NY 10022 Attention: Henrik Steffensen (212) 318-9303	$51,063,829.79	$23,936,170.21	3.191489362	%
Sumitomo Mitsui Banking Corporation, New York	Sumitomo Mitsui Banking Corporation, New York 277 Park Avenue New York, NY 10172 Attention: Ed McColly (212) 224-4139	$51,063,829.79	$23,936,170.21	3.191489362	%
SunTrust Bank	SunTrust Bank 201 Fourth Ave., North Nashville, TN 37219 Attention: Mark D. Mattson (615) 748-4831	$51,063,829.79	$23,936,170.21	3.191489362	%
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association 550 5th Avenue 19th FL New York, NY 10036 Attention: Megan Donnelly (212) 805-1613	$51,063,829.79	$23,936,170.21	3.191489362	%
Fortis Capital Corp.	Fortis Capital Corp. C/O 520 Madison Avenue, 3rd FL New York, NY 10022 Attention: William Rogers (212) 340-5364	$34,042,553.19	$15,957,446.81	2.127659574	%

Manufacturers and Traders Trust Company	M&T Bank 25 S. Charles St. 19th FL Baltimore, MD 21201 Attention: Laurel Magruder (410) 244-4297	$   34,042,553.19	$   15,957,446.81	2.127659574	%
U.S. Bank, N.A.	U.S. Bank, N.A. 150 4th Ave. North, 3rd FL Nashville, TN 37219 Attention: Thomas A. Heckman (615) 251-9214	$   34,042,553.19	$   15,957,446.81	2.127659574	%
Union Bank of California, N.A.	Union Bank of California, N.A. 445 South Figueroa Street, 16th FL Los Angeles, CA 90071 Attention: Michael Tschida (213) 236-5273	$   27,234,042.55	$   12,765,957.45	1.702127659	%
The Bank of New York	The Bank of New York One Wall St., 22nd FL New York, NY 10286 Attention: John Lokay (212) 635-1172	$   20,425,531.91	$   9,574,468.09	1.276595744	%
The Northern Trust Company	The Northern Trust Company 50 South LaSalle Street, L-8 Chicago, IL 60603 Attention: Courtney L. O’Connor (312) 557-5126	$   20,425,531.91	$   9,574,468.09	1.276595744	%
Commerce Bank, N.A.	Commerce Bank, N.A. 1701 Route 70 East Cherry Hill, NJ 08034 Attention: Jamison T. Tranfalia (856) 874-2458	$   13,617,021.28	$   6,382,978.72	.851063829	%
Chang Hwa Commercial Bank, Ltd., Los Angeles Branch	Chang Hwa Commercial Bank, Ltd. 333 South Grand Avenue, Suite 600 Los Angeles, California 90071 Attention: Jessy Liu (213) 620-7200 ext. 230	$   10,212,765.96	$   4,787,234.04	.638297872	%
Taipei Fubon Commercial Bank, New York Agency	Taipei Fubon Bank, New York Agency 100 Wall St. 14th FL New York, NY 10005 Attention: Mr. MS Wu (212) 968-9888 ext: 16	$   10,212,765.96	$   4,787,234.04	.638297872	%
TOTAL AMOUNTS:		$1,600,000,000.00	$750,000,000.00	100.000000000	%

SCHEDULE 2.3(c)
LETTERS OF CREDIT

None.

SCHEDULE 6.10
LITIGATION

None.

SCHEDULE 6.21

SUBSIDIARIES

MATERIAL DOMESTIC SUBSIDIARIES¹

Subsidiary	Ownership	Jurisdiction of Incorporation / Organization
American Medical Laboratories, Incorporated2	Quest Diagnostics Incorporated (DE)3	Delaware
AML Inc.	American Medical Laboratories, Incorporated	Delaware
APL Properties Limited Liability Company	Quest Diagnostics Incorporated (NV), f/k/a APL Healthcare Group, Inc.	Nevada
Central Plains Holdings, Inc.4	LabOne, Inc.	Kansas
Central Plains Laboratories, LLC5	Central Plains Holdings, Inc.	Kansas
Diagnostic Reference Services Inc.	Quest Diagnostics Incorporated (MD)	Maryland
DPD Holdings Inc.	Quest Diagnostics Incorporated (DE)	Delaware
Enterix Inc.6	Quest Diagnostics Incorporated (DE)	Delaware
ExamOne World Wide, Inc.7	LabOne, Inc.	Pennsylvania

¹ Certain of the subsidiaries listed may not meet the definition of “Material Subsidiary” but are included as Guarantors. Neither AmeriPath nor any of its wholly-owned domestic subsidiaries are Material Domestic Subsidiaries as of the date of the Credit Agreement, based on the last proviso in the definition of Material Domestic Subsidiary in said Agreement.

² American Medical Laboratories, Incorporated and its subsidiaries, AML Inc., Quest Diagnostics Incorporated (NV) (f/k/a APL Healthcare Group, Inc.), Quest Diagnostics Nichols Institute, Inc. (f/k/a Medical Laboratories Corporation), and APL Properties Limited Liability Company, were acquired on 4/1/02.

³ The state designations are included for clarification only and are not part of the legal name.

⁴ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

⁵ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

6 Acquired August 31, 2006.

⁷ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

ExamOne World Wide of NJ, Inc.8	ExamOne World Wide, Inc.	New Jersey
FNA Clinics of America, Inc., f/k/a Unilab Acquisition Corporation	Unilab Corporation	Delaware
Focus Diagnostics, Inc.9	Focus Technologies Holding Company	Delaware
Focus Technologies Holding Companyl0	Quest Diagnostics Incorporated (DE)	Delaware
LabOne, Inc.11	Quest Diagnostics Incorporated (DE)	Missouri
LabOne of Ohio, Inc.12	LabOne, Inc.	Delaware
MedPlus, Inc.	Quest Diagnostics Incorporated (DE)	Ohio
MetWest Inc.	DPD Holdings Inc. (DE)	Delaware
Nichols Institute Diagnostics	Quest Diagnostics Incorporated (DE)	California
Osborn Group Inc.13	LabOne, Inc.	Delaware
Pathology Building Partnership	Diagnostic Reference Services Inc. (MD) - 50%; Quest Diagnostics Incorporated (MD) – 50%	Maryland
Quest Diagnostics Clinical Laboratories, Inc.	Quest Diagnostics Holdings Incorporated (DE)	Delaware
Quest Diagnostics Finance Incorporated	Quest Diagnostics Investments Incorporated (DE)	Delaware
Quest Diagnostics Holdings Incorporated	Quest Diagnostics Incorporated (DE)	Delaware

⁸ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

⁹ Acquired July 3, 2006.

¹⁰ Acquired July 3, 2006.

¹¹ Acquired November 1, 2005.

¹² Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

¹³ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

Quest Diagnostics Nichols Institute, f/k/a Quest Diagnostics Incorporated (CA)	Quest Diagnostics Incorporated (DE)	California
Quest Diagnostics Incorporated (MD)	Quest Diagnostics Incorporated (DE)	Maryland
Quest Diagnostics Incorporated (MI)	Quest Diagnostics Incorporated (DE)	Michigan
Quest Diagnostics Incorporated (NV) (f/k/a APL Healthcare Group, Inc.)	AML Inc.	Nevada
Quest Diagnostics Investments Incorporated	Quest Diagnostics Incorporated (DE)	Delaware
Quest Diagnostics LLC (CT)14	Quest Diagnostics Incorporated (DE)	Connecticut
Quest Diagnostics LLC (IL)	Quest Diagnostics Incorporated (DE)	Illinois
Quest Diagnostics LLC (MA)15	Quest Diagnostics Incorporated (DE) 3	Massachusetts
Quest Diagnostics Nichols Institute, Inc., f/k/a Medical Laboratories Corporation	AML Inc.	Virginia
Quest Diagnostics of Pennsylvania Inc.	Quest Diagnostics Incorporated (DE)	Delaware
Systematic Business Services, Inc.16	LabOne, Inc.	Missouri
Unilab Corporation17	Quest Diagnostics Incorporated (DE)	Delaware

¹⁴ Successor to Quest Diagnostics Incorporated, a Connecticut corporation, which has dissolved.

¹⁵ Successor by merger to Quest Diagnostics Incorporated, a Massachusetts corporation.

¹⁶ Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.

¹⁷ Incorporated 3/20/02 as Quest Diagnostics Newco Incorporated (“Newco”). Borrower acquired Unilab Corporation and its subsidiary, Unilab Acquisition Corporation, on 2/28/03. The acquired Unilab was merged into Newco on 2/28/02 and Newco changed its name to Unilab Corporation.

List of all Subsidiaries and Joint Ventures of Borrower as of the Closing Date

100%	Quest Diagnostics Holdings Incorporated (f/k/a SBCL, Inc.) (DE)
	100%	Quest Diagnostics Clinical Laboratories, Inc. (f/k/a SmithKline Beecham Clinical Laboratories, Inc.) (DE)
		(33-113%)	Compunet Clinical Laboratories (OH)
		(44%)	Mid America Clinical Laboratories (IN)
		(51%)	Diagnostic Laboratory of Oklahoma LLC (OK)
100%	Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA)
100%	Quest Diagnostics Incorporated (MD)
		100%	Diagnostic Reference Services Inc. (MD)
			50%	Pathology Building Partnership (MD) (gen.
				ptnrshp.) (other 50% is owned by Quest
				Diagnostics Incorporated (MD))
100%	Quest Diagnostics Incorporated (MI)
100%	Quest Diagnostics Investments Incorporated (DE)
	100%	Quest Diagnostics Finance Incorporated (DE
100%	Quest Diagnostics LLC (IL)
100%	Quest Diagnostics LLC (MA)
100%	Quest Diagnostics LLC (CT)
100%	Unilab Corporation (DE)
	100%	FNA Clinics of America, Inc. (f/k/a Unilab Acquisition Corporation) (DE)
100%	Quest Diagnostics of Pennsylvania Inc. (DE)
	51%	Quest Diagnostics Venture LLC (PA)
		53.5%	Associated Clinical Laboratories (PA) (gen. ptnrshp.)
			100%	North Coast General Services, Inc. (PA)
100%	Quest Diagnostics of Puerto Rico, Inc
100%	Quest Diagnostics Receivables Inc. (DE)
100%	Quest Diagnostics Ventures LLC (DE)
100%	DPD Holdings, Inc. (DE)
	100%	MetWest Inc. (DE)
		100%	Diagnostic Path Lab, Inc. (TX)
		100%	Quest Diagnostics Provider Network, LLC (CO)
		49%	Sonora Quest Laboratories LLC (AZ)

100%	American Medical Laboratories, Incorporated (DE)
	100%	AML Inc. (DE)
		100%	Quest Diagnostics Nichols Institute, Inc. (f/kla Medical Laboratories Corporation) (VA)
		100%	Quest Diagnostics Incorporated (NV)
			100%	APL Properties Limited Liability Company (NV)
100%	Enterix Inc. (DE)
	100%	Enterix (Australia) Pty Limited (Australia)
	100%	Enterix Pty Limited (Australia)
		100%	Enterix UK Limited (UK)
100%	Focus Technologies Holding Company (DE)
	100%	Focus Diagnostics, Inc. (DE)
100%	HemoCue, Inc. (CA)
100%	QDI Acquisition AB (Sweden)
	100%	POCT Holding AB (Sweden)
		100%	HemoCue Holding AB (Sweden)
			100%	HemoCue AB (Sweden)
				100%     HemoCue Oy (Finland)
			100%	HemoCue GmbH (Germany)
			99.7%	HemoCue AG (Switzerland) (other 0.3% held by Glanzmann Muller and Bauman in trust for HemoCue Holding AB)
			100%	Biotest Medizintechnik GmbH (Germany)
			100%	HemoCue Diagnostics B.V. (The Netherlands)
			100%	HC Diagnostics, Limited (UK)
100%	Lab Portal, Inc. (DE)
100%	LabOne, Inc. (MO)
	100%	ExamOne World Wide, Inc. (PA)
		100%	ExamOne World Wide of NJ, Inc. (NJ)
	100%	Systematic Business Services, Inc. (MO)
		100%	Scan Tech Solutions, LLC (MO)
	100%	LabOne, L.L.C. (KS)
	100%	Central Plains Holdings, Inc. (KS)
		100%	Central Plains Laboratories, LLC (KS)
	100%	Lab One Canada, Inc. (Ontario)
		100%	ExamOne Canada, Inc. (Ontario)
			100%	Rapid-Med Plus Franchise Corporation (Ontario)
	100%	LabOne of Ohio, Inc. (DE)
	100%	Osborn Group Inc. (DE)
		100%	Intellisys, Inc. (GA)

100%	Lifepoint Medical Corporation (DE)
	100%	C&S Clinical Laboratory, Inc. (d/b/a Clinical Diagnostic Services) (NJ)
100%	MedPlus, Inc. (OH)
	100%	Worktiviti, Inc. (fka Universal Document Management Systems, Inc.) (OH)
	100%	Valcor Associates Inc. (PA)
100%	Nichols Institute Diagnostics (CA)
100%	Nichols Institute Diagnostics Limited (UK)
100%	Nichols Institute Diagnostics Trading AG (Switzerland)
100%	Nichols Institute Diagnostika GmbH (Germany)
	100%	Nichols Institute Diagnostika GmbH (Austria)
100%	Nichols Institute International Holding B.V. (Netherlands)
	100%	Nichols Institute Diagnostics B.V. (Netherlands)
	100%	Nichols Institute Diagnostics SARL (France)
100%	Nomad Massachusetts, Inc. (MA)
	100%	Quest Diagnostics Mexico, S.A. de C.V. (f/k/a Laboratorios Clinicos de Mexico, S.A.de C.V.) (Mexico)**
	100%	Laboratorio de Analisis Biomedicos, S.A. (Mexico)
100%	Quest Diagnostics do Brasil Ltda. (Brazil)
100%	Quest Diagnostics India Private Limited (India)
100%	Quest Diagnostics Limited (UK)
	100%	The Pathology Partnership plc (UK)
19.9%	Clinical Genomics Pty Ltd. (Australia)

** successor by merger with Quest Diagnostics, S.A. de C.V., Analisis, S. A., Servicios de Laboratorio, S.A. de C.V., and Laboratorios de Frontera Polanco, S.A. de C.V.

List of all Persons that will become Subsidiaries of the Borrower as of 11:59 p.m. on the
Closing Date, as a result of consummation of the Acquisition

Subsidiary	Jurisdiction of Incorporation	Ownership
AmeriPath Holdings, Inc.	Delaware	AmeriPath Group Holdings, Inc. (100%)
AmeriPath Intermediate Holdings, Inc.	Delaware	AmeriPath Holdings, Inc. (100%)
AmeriPath, Inc.	Delaware	AmeriPath Intermediate Holdings, Inc. (100%)
A. Bernard Ackerman, M.D. Dermatopathology, P.C.	New York	*
AmeriPath 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath Cincinnati, Inc.	Ohio	AmeriPath Ohio Trust, dated 9/30/96, David R. Barron, M.D., Trustee for the benefit of AmeriPath, Inc.
AmeriPath Cleveland, Inc.	Ohio	AmeriPath Ohio Trust, dated 9/30/96, David R. Barron, M.D., Trustee for the benefit of AmeriPath, Inc.
AmeriPath Consolidated Labs, Inc.	Florida	AmeriPath, Inc. (100%)
AmeriPath Consulting Pathology Services, P.A.	North Carolina	*
AmeriPath Florida, LLC	Delaware	AmeriPath, Inc., sole member
AmeriPath Hospital Services Florida, LLC	Delaware	AmeriPath, Inc., sole member
AmeriPath Indemnity, Ltd.	Cayman Islands	AmeriPath, Inc. (100%)
AmeriPath Indiana, LLC	Indiana	AmeriPath, Inc., sole member
AmeriPath Indianapolis, P.C.	Indiana	*
AmeriPath Institute of Urological Pathology, P.C. (f/k/a J.J. Humes M.D. and Assoc.)	Michigan	*
AmeriPath Kentucky, Inc.	Kentucky	AmeriPath, Inc. (100%)
AmeriPath Lubbock 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath Lubbock Outpatient 5.01(a) Corporation (f/k/a Simpson Pathology 5.01(a) Corporation)	Texas	AmeriPath, Inc., sole member
AmeriPath Marketing USA, Inc.	Florida	AmeriPath, Inc. (100%)
AmeriPath Michigan, Inc.	Michigan	AmeriPath, Inc. (100%)

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Subsidiary	Jurisdiction of Incorporation	Ownership
AmeriPath Milwaukee, S.C.	Wisconsin	*
AmeriPath Mississippi, Inc.	Mississippi	AmeriPath, Inc. (100%)
AmeriPath New York, LLC	Delaware	AmeriPath, Inc., sole member
AmeriPath North Carolina, Inc.	North Carolina	AmeriPath, Inc. (100%)
AmeriPath Ohio, Inc.	Delaware	AmeriPath, Inc. (100%)
AmeriPath PAT 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath Pennsylvania, LLC	Pennsylvania	AmeriPath, Inc., sole member
AmeriPath Philadelphia, Inc.	New Jersey	AmeriPath, Inc. (100%)
AmeriPath Pittsburgh, P.C.	Pennsylvania	*
AmeriPath San Antonio 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath SC, Inc.	South Carolina	AmeriPath, Inc. (100%)
AmeriPath Severance 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath Texarkana 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
AmeriPath Texas, LP	Delaware	AmeriPath, LLC, general partner (1%) API No. 2, LLC, limited partner (99%)
AmeriPath Wisconsin, LLC	Wisconsin	AmeriPath, Inc., sole member
AmeriPath Youngstown Labs, Inc.	Ohio	AmeriPath Ohio, Inc. (100%)
AmeriPath Youngstown, Inc.	Ohio	AmeriPath Ohio Trust, dated 9/30/96, David R. Barron, M.D., Trustee for the benefit of AmeriPath, Inc.
AmeriPath, LLC	Delaware	AmeriPath, Inc., sole member
Anatomic Pathology Services, Inc.	Oklahoma	AmeriPath, Inc. (100%)
API No. 2, LLC	Delaware	AmeriPath, Inc., sole member
Arizona Pathology Group, Inc.	Arizona	Strigen, Inc. (100%)
Arlington Pathology Association 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
Colorado Diagnostic LLC Laboratory	Colorado	Colorado Pathology Consultants, P.C.
Colorado Pathology Consultants, P.C.	Colorado	*
Consulting Pathologists of Pennsylvania, P.C.	Pennsylvania	*
Dermatopathology of Wisconsin, S.C.	Wisconsin	*
Dermatopathology Services, Inc.	Alabama	AmeriPath, Inc. (100%)
DFW 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Diagnostic Pathology Management Services, LLC	Oklahoma	AmeriPath, Inc., sole member
Diagnostic Pathology Services, P.C.	Oklahoma	*
Institute for Dermatopathology, P.C.	Pennsylvania	*
Jill A. Cohen, M.D., Inc.	Arizona	*
Kailash B. Sharma, M.D., Inc.	Georgia	AmeriPath, Inc. (100%)
Kilpatrick Pathology, P.A.	North Carolina	*
Nuclear Medicine and Pathology Associates	Georgia	Kailash B Sharma, M.D., Inc. (33.333%) Sharon G. Daspit, M.D., Inc. (33.333%) Peter G. Klacsmann, M.D., Inc. (33.333%
NAPA 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member
Ocmulgee Medical Pathology Association, Inc	Georgia	AmeriPath, Inc. (100%)
O’Quinn Medical Pathology Association, LLC	Georgia	AmeriPath, Inc., sole member
PCA of Denver, Inc.	Tennessee	AmeriPath, Inc. (100%)
PCA of Nashville, Inc.	Tennessee	AmeriPath, Inc. (100%)
PCA Southeast II, Inc.	Tennessee	AmeriPath, Inc. (100%)
Peter G. Klacsmann, M.D., Inc.	Georgia	AmeriPath, Inc. (100%)
Regional Pathology Consultants, LLC	Utah	Strigen, Inc., sole member
Rocky Mountain Pathology, LLC	Utah	Strigen, Inc., sole member
Rose Pathology Associates, P.C.	Colorado	*
Sharon G. Daspit, M.D., Inc.	Georgia	AmeriPath, Inc. (100%)
Shoals Pathology Associates, Inc.	Alabama	AmeriPath, Inc. (100%)
Southwest Diagnostic Laboratories, P.C.	Colorado	*
Specialty Laboratories, Inc.	California	AmeriPath, Inc. (100%)
St. Luke’s Pathology Associates, P.A.	Kansas	*
Strigen, Inc.	Utah	AmeriPath, Inc. (100%)
TID Acquisition Corp.	Delaware	AmeriPath, Inc. (100%)
Tulsa Diagnostics, P.C.	Oklahoma	*
TXAR 5.01(a) Corporation	Texas	AmeriPath, Inc., sole member

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

SCHEDULE 6.23
Taxpayer Identification Number of Borrower

The Borrower’s true and correct U.S. taxpayer identification number is:

16-1387862

SCHEDULE 8.1
INDEBTEDNESS

Set forth in an attachment is a listing of the Indebtedness of the Borrower and its
Subsidiaries outstanding at April 30, 2007. All of such Indebtedness will remain outstanding at
and after the Closing Date except for the Interim Credit Facility, which will be retired at closing.

Quest Diagnostics Incorporated
April 30, 2007
($ in 000’s)

	Interest Rate		Maturity		Long Term			Short Term			Total
Notes Payable:
Receivable Financing		5.580%		7/2007		0			300,000			300,000
Sumitomo Mitsui Term Loan due December 2008		5.820%		12/2008		45,000			15,000			60,000
5.125% Senior Notes due November 2010		5.125%		11/2010		399,474			0			399,474
5.45% Senior Notes due November 2015		5.450%		11/2015		498,640			0			498,640
3.5% Debentures due June 2034		3.500%		6/2034		2,976			0			2,976
Industrial Revenue Bonds due September 2009		5.525%		9/2009		3,579			1,800			5,379
Interim Credit Facility		5.720%		1/2008		(0	)		450,000			450,000
7.50% Senior Notes due July 2011		7.500%		7/2011		274,539			0			274,539
Total Notes Payable						1,224,208			766,800			1,991,008
Other 3rd Party:
Focus Lease		10.000%		6/2010		42			24			66
Enterix Debt / Lease Obligation		11.374%		11/2008		2			4			6
AML Leases		8.500%		12/2016		(5	)		(5	)		(10	)
HemoCue Lease Obligation						14,622			222			14,844
LabOne		15.070%		8/2008		3			1			4
						14,664			246			14,909
Total Long Term / Short Term Debt						1,238,872			767,046			2,005,918

Standby Letters of Credit ($, as of May 31, 2007)

	Facility Amount		Outstanding		Availability
SunTrust Banks	$	60,000,000	$	49,744,624	$	10,255,376
KeyBank, NA	$	25,000,000	$	12,604,485	$	12,395,515
Wachovia, NA			$	11,650,215

No additional debt has been incurred since April 30, 2007.

All Ameripath debt will be retired in accordance with terms including tender for the 10.50% notes and the redemption of the PIK Notes with proceeds deposited on the Closing Date with the trustee of the Notes.

The receivables financing facility has been increased from $300 million to $375 million. At closing, borrowings under the facility are $300 million.

$500 million revolving credit facility has no borrowings outstanding; will be terminated concurrent with the establishment of the new facility.

SCHEDULE 8.2
LIENS

Description		Amount of Secured Indebtedness as of April 30, 2007
A. Quest Diagnostics
1.	Receivable financing (Wachovia Bank, N.A. has a lien on receivables that Quest Diagnostics Receivables Inc. has purchased from Borrower and its wholly owned Subsidiaries)	$300 million
2.	Capitalized leases (debt assumed in connection with the Acquisition of American Medical Laboratories, Inc., LabOne, Focus Diagnostics, Enterix and HemoCue)	$14.9 million

SCHEDULE 8.6

Investments as of April 30, 2007

Investment	Date Invested			AmountInvested		Book Valueat 4/30/2007		UnrealizedGain/(Loss)		DGXOwnership %
*
Vasogen, Inc.		*	(1)	$	*	$	*	$	*	*
Q-Med, Inc.		*	(2)		*		*		*	*
Ciphergen Biosystems, Inc.		*	(3)		*		*		*	*
Ciphergen Biosystems, Inc. Warrants		*	(4)		*		*		*
*				$	*	$	*	$	*
*
GMP Companies Inc		*		$	*	$	—
Cengent Therapeutics Inc (Formerly SBI)		*			*		—
Enterix (non-colon cancer)		*	(5)		*		*			*
Correlogic		*			*		*			*
Somalogic		*	(6)		*		*			*
DNA Genotek		*			*		*			*
Test My Health LabOne			(7)		*		*			*
*				$	*	$	*
*
CompuNet Clinical Labs (CCL)		Laboratory JV			—	$	*			33	%
Mid-America Clinical Labs (MACL)		Laboratory JV			—		*			44	%
Sonora Quest Labs (SQL)		Laboratory JV					*			49	%
*					—	$	*
*
UPMC					—		—			51	%
DLO					—		—			51	%
Erie					—		—			54	%
Clinical Genomics Pty Ltd			(5)		—		—			*
*
Ciphergen Biosystems, Inc. (Loan)				$	*	$	*

(1)	Initial Investment of * was made in *, with additional investments of * and * in * and *, respectively. A * was recorded in *.
(2)	Initial Investment of * was made in *, with an additional investment of * in *.
(3)	A * was recorded in *. Future market value changes are recorded as * or * in the *.
(4)	Market value changes of the Ciphergen warrants are recognized in the income statement on a * basis.
(5)	The investments in these entities were established in connection with the acquisition of * in *. The consolidated entity is R&D related to * and the cost investment is for all other R&D.
(6)	A * was recorded in *.
(7)	The investment in Test My Health was acquired in connection with the acquisition of * in *.
*	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

SCHEDULE 8.7

AFFILIATE TRANSACTIONS

1.	GlaxoSmithKline plc — Acquisition of SmithKline Beecham Clinical Laboratories, Inc.
	A.	Stock and Asset Purchase Agreement dated as of February 9, 1999, among SmithKline Beecham plc (“SSB”), and SmithKline Beecham Corporation, as sellers, and Borrower, as buyer, for the purchase of SSB’s U.S. and certain non-U.S. clinical laboratory business.
	B.	Related Agreements:
		(i)	Stockholders Agreement;
		(ii)	Clinical Trials Agreement (amended and restated in December 2002); and
		(iii)	Intellectual Property Agreements, including assignments, licenses, etc.
2.	Coming Incorporated
	In connection with the 1996 spin-off from Coming Incorporated (“Corning”), Borrower and Covance, Inc. (another former Corning subsidiary) entered into a tax sharing agreement with Corning that allocates responsibility for federal income and various other taxes for 1996 and prior years among the three Companies. Coming no longer holds any stock of Borrower.

SCHEDULE 11.1

NOTICES

Borrower and other Credit Parties:

Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, New Jersey 07071
Attn: Michael G. Lukas
               Vice President, Finance

Telephone:          (201) 729-8158
Facsimile:           (201) 393-5903

Administrative Agent:

Administrative Agent’s Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
101 N. Tryon Street
Mail Code: NC1-001-04-39
Charlotte, NC 28255
Attention: Katrina Linen
Telephone: 704-388-3918
Telecopier: 704-719-8132
Electronic Mail: katrina.linen@bankofamerica.com

Bank of America, N.A.
New York, NY
Account No. (for Dollars): *
ABA# 026009593
Attn: Credit Services
Ref: Quest Diagnostics Incorporated

Bank of America, London
Account No. (for Euro): *
Swift Address: BOFAGB22
Attn: Credit Services
Ref: Quest Diagnostics Incorporated

Bank of America, London
Account No. (for Sterling): *
London Sort Code: 16-50-50
Swift Address: BOFAGB22

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Attn: Credit Services
Ref: Quest Diagnostics Incorporated

Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management
1455 Market Street
Mail Code: CA5-701-05-19
San Francisco, CA 94103
Attention: Angela Lau
Telephone: 415-436-4000
Telecopier: 415-503-5008
Electronic Mail: angela.lau@bankofamerica.com

with a copy to:

Bank of America, N.A.
Portfolio Management
100 N. Tryon Street
Mail Code: NC1-007-17-11
Charlotte, NC 28255
Attention: Richard Hardison
Telephone: 704-386-1185
Telecopier: 704-388-6002
Electronic Mail: richard.c.hardison@bankofamerica.com

ISSUING LENDER:

Bank of America, N.A.
Trade Finance Services
1 Fleet Way
Mail Code: PA6-580-02-30
Scranton, PA 18507
Attention: John Yzeik
Telephone: 570-330-4315
Telecopier: 570-330-4186
Electronic Mail: john.p.yzeik@bankofamerica.com

SWING LINE LENDER:

Bank of America, N.A.
101 N. Tryon Street
Mail Code: NC1-001-04-39

Charlotte, NC 28255
Attention: Katrina Linen
Telephone: 704-388-3918
Telecopier: 704-719-8132
Electronic Mail: katrina.linen@bankofamerica.com

Bank of America, N.A.
New York, NY
Account No.: *
ABA# 026009593
Attn: Credit Services
Ref: Quest Diagnostics Incorporated

* Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Exhibit 2.1(c) to
Credit Agreement

FORM OF TERM NOTE

May 31, 2007

          FOR VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (the “Lender”), at the office of Bank of America, N.A. (the “Administrative Agent”) as set forth in that certain Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated, as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) (or at such other place or places as the holder of this Term Note may designate), the aggregate amount of all advances made by the Lender as Term Loans (and not otherwise repaid), in Dollars and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each Term Loan made by the Lender, at such office, in like money and funds, for the period commencing on the date of each Term Loan until each Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          This Term Note is one of the Term Notes referred to in the Credit Agreement and evidences Term Loans made by the Lender thereunder. The Lender shall be entitled to the benefits of the Credit Agreement. Capitalized terms used in this Tenn Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.

          The Credit Agreement provides for the acceleration of the maturity of the Term Loans evidenced by this Term Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Term Loans upon the terms and conditions specified therein. In the event this Term Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorney fees.

          Except as permitted by Section 11.3(b) of the Credit Agreement, this Term Note may not be assigned by the Lender to any other Person.

          The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Tenn Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Administrative Agent and the Lender on its books; provided that the failure of the Administrative Agent or the Lender to make any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under the Credit Agreement in

respect of the Term Loans to be evidenced by this Term Note, and each such recordation shall be prima facie evidence of the obligations owing under this Term Note absent manifest error.

          THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the Borrower has caused this Term Note to be executed as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED,

a Delaware corporation

By:

Name:

Title:

2

FORM OF NOTICE OF BORROWING

TO:	BANK OF AMERICA, N.A., as Administrative Agent
	101 North Tryon Street
	NC1-001-04-39
	Charlotte, North Carolina 28255
RE:	Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”)
DATE:	_________________
____________________________________________________________________________________________________________
______

	This Notice of Borrowing is made pursuant to the terms of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement.
2.	Please be advised that the Borrower is requesting a [Revolving][Term] Loan in the amount of ___________ [insert type of currency] to be funded on ____________, ____ at the interest rate option set forth in paragraph 3 below.
3.	The interest rate option applicable to the requested [Revolving][Term] Loan shall be equal to:
	a.	_________	the Base Rate
	b.		the Eurocurrency Rate plus the Applicable Percentage for an Interest Period of:
			_________	one month
			_________	two months
			_________	three months
			_________	six months
4.	[Immediately after giving effect to the making of the requested Revolving Loan and the application of the proceeds thereof, (i) the sum of the outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swing Line

	Loans plus outstanding Competitive Bid Loans will be $__________, which is less than or equal to the Revolving Committed Amount, (ii) the sum of outstanding LOC Obligations shall not exceed the LOC Committed Amount, (iii) the sum of outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount and (iv) the sum of outstanding Competitive Bid Loans shall not exceed $500,000,000.]1
5.	The representations and warranties made by the Credit Parties in any Credit Document are true and correct in all material respects at and as if made on the date the requested [Revolving][Term] Loan is made except to the extent they expressly and exclusively relate to an earlier date.
6.	No Default or Event of Default shall exist and be continuing either prior to or after giving effect to the [Revolving][Term] Loan made pursuant to this Notice of Borrowing.

	QUEST DIAGNOSTICS INCORPORATED,
	a Delaware corporation
	By:
	Name:
	Title:
[Applicable to Revolving Credit Loan only].
2	Notice of Borrowing

FORM OF REVOLVING NOTE

May 31, 2007

          FOR VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (the “Lender”), at the office of Bank of America, N.A. ( the “Administrative Agent”) as set forth in that certain Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated, as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) (or at such other place or places as the holder of this Revolving Note may designate), the aggregate amount of all advances made by the Lender as Revolving Loans (and not otherwise repaid), in Dollars and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender, at such office, in like money and funds, for the period commencing on the date of each Revolving Loan until each Revolving Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. The Lender shall be entitled to the benefits of the Credit Agreement. Capitalized terms used in this Revolving Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.

          The Credit Agreement provides for the acceleration of the maturity of the Revolving Loans evidenced by this Revolving Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Revolving Loans upon the terms and conditions specified therein. In the event this Revolving Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorney fees.

          Except as permitted by Section 11.3(b) of the Credit Agreement, this Revolving Note may not be assigned by the Lender to any other Person.

          The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Revolving Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Administrative Agent and the Lender on its books; provided that the failure of the Administrative Agent or the Lender to make any such recordation shall not affect the obligations of the Borrower to make a

payment when due of any amount owing hereunder or under the Credit Agreement in respect of the Revolving Loans to be evidenced by this Revolving Note, and each such recordation shall be prima facie evidence of the obligations owing under this Revolving Note absent manifest error.

          THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be executed as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED,

a Delaware corporation

By:

Name:

Title:

FORM OF SWING LINE LOAN REQUEST
TO:	BANK OF AMERICA, N.A., as Swing Line Lender 101 North Tryon Street NC1-001-04-39 Charlotte, North Carolina 28255
	Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”)
DATE:	_____________________
_____________________________________________________________________________________________________________________________

	This Swing Line Loan Request is made pursuant to the terms of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement.
2.	Please be advised that the Borrower is requesting a Swing Line Loan on the terms set forth below:
		(A)	Principal amount of requested Swing Line Loan	__________________________
		(B)	Date of requested Swing Line Loan	__________________________
3.	Immediately after giving effect to the making of the requested Swing Line Loan and the application of the proceeds thereof, (i) the sum of the outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swing Line Loans plus outstanding Competitive Bid Loans will be $     , which is less than or equal to the Revolving Committed Amount, (ii) the sum of outstanding LOC Obligations shall not exceed the LOC Committed Amount, (iii) the sum of outstanding Swing Line Loans shall not exceed the Swing Line

Committed Amount and (iv) the sum of outstanding Competitive Bid Loans shall not exceed $500,000,000.

4.	The representations and warranties made by the Credit Parties in any Credit Document are true and correct in all material respects at and as if made on the date the requested Swing Line Loan is made except to the extent they expressly and exclusively relate to an earlier date.
5.	No Default or Event of Default shall exist and be continuing either prior to or after giving effect to the Swing Line Loans made pursuant to this Swing Line Loan Request.

QUEST DIAGNOSTICS
INCORPORATED,

a Delaware corporation

 By: 

 Name: 

   Title: 

2

FORM OF
SWING LINE LOAN NOTE

$50,000,000 May 31, 2007

          FOR VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of Bank of America, N.A. (the “Swing Line Lender”), at the office of the Swing Line Lender, as set forth in that certain Credit Agreement, dated as of May 31, 2007, among the Borrower, the Subsidiaries of the Borrower as Guarantors, the Lenders party thereto (including the Swing Line Lender) and Bank of America, N.A. as Administrative Agent (as amended, modified, extended or restated from time to time, the “Credit Agreement”), the principal amount of FIFTY MILLION DOLLARS ($50,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Swing Line Loans made by the Swing Line Lender to the Borrower under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Swing Line Loan, at such office, in like money and funds, for the period commencing on the date of each Swing Line Loan until each Swing Line Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          This Note is the Swing Line Loan Note referred to in the Credit Agreement and evidences Swing Line Loans made by the Swing Line Lender thereunder. Capitalized terms used in this Swing Line Loan Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.

          The Credit Agreement provides for the acceleration of the maturity of the Swing Line Loans evidenced by this Swing Line Loan Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Swing Line Loans upon the terms and conditions specified therein. In the event this Swing Line Loan Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable, documented attorney fees.

          The date, amount and interest rate of each Swing Line Loan made by the Swing Line Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Swing Line Lender on its books; provided that the failure of the Swing Line Lender to make any such recordation or endorsement shall not affect the

obligation of the Borrower to make a payment when due of any amount owing hereunder or under this Swing Line Loan Note in respect of the Swing Line Loans to be evidenced by this Swing Line Loan Note, and each such recordation or endorsement shall be prima facie evidence of such information, absent manifest error.

          THIS SWING LINE LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the Borrower has caused this Swing Line Loan Note to be executed as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED,

a Delaware corporation

By:

Name:

Title:

2

FORM OF COMPETITIVE BID REQUEST

TO:	BANK OF AMERICA, N.A., as Administrative Agent 101 North Tryon Street NC 1-001-04-39 Charlotte, North Carolina 28255
RE:	Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”)
DATE: ______________, 200
_____________________________________________________________________________________________________________________________

	This Competitive Bid Request is made pursuant to the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
2.	Please be advised that the Borrower is requesting quotes for a proposed Competitive Bid Loan and in connection therewith sets forth below the terms of such proposed Competitive Bid Loan:

(A)	Date of requested Competitive Bid Loan
(B)	Principal amount of requested Competitive Bid Loan	$
(C)	Interest Period(s) and the last day thereof

3. Immediately after giving effect to the making of the requested Competitive Bid Loan and the application of the proceeds thereof, (i) the sum of the outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swing Line Loans plus outstanding Competitive Bid Loans will be $     , which is less than or equal to the Revolving Committed Amount, (ii) the sum of

	outstanding LOC Obligations shall not exceed the LOC Committed Amount, (iii) the sum of outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount and (iv) the sum of outstanding Competitive Bid Loans shall not exceed $500,000,000.
4.	The representations and warranties made by the Credit Parties in any Credit Document are true and correct in all material respects at and as if made on the date the requested Competitive Bid Loan is made except to the extent they expressly and exclusively relate to an earlier date.
5.	No Default or Event of Default shall exist and be continuing either prior to or after giving effect to the Competitive Bid Loan made pursuant to this Competitive Bid Request.

QUEST DIAGNOSTICS INCORPORATED,
a Delaware corporation

By:

Name:

Title:

2

Exhibit 2.5(g) to
Credit Agreement

FORM OF
COMPETITIVE BID LOAN NOTE

___________, 200

          FOR VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (the “Lender”), at the office of Bank of America, N.A. (the “Administrative Agent”) as set forth in that certain Credit Agreement dated as of May 31, 2007 among the Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders named therein (including the Lender) and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) (or at such other place or places as the holder of this Competitive Bid Loan Note may designate), the aggregate amount of all advances made by the Lender as Competitive Bid Loans (and not otherwise repaid) in lawful money and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each Competitive Bid Loan made by the Lender, at such office, in like money and funds, for the period commencing on the date of each Competitive Bid Loan until each Competitive Bid Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          This Note is one of the Competitive Bid Loan Notes referred to in the Credit Agreement and evidences Competitive Bid Loans made by the Lender thereunder. The Lender shall be entitled to the benefits of the Credit Agreement. Capitalized terms used in this Competitive Bid Loan Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof

          The Credit Agreement provides for the acceleration of the maturity of the Competitive Bid Loans evidenced by this Competitive Bid Loan Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Competitive Bid Loans upon the teams and conditions specified therein. In the event this Competitive Bid Loan Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorney fees.

          Except as permitted by Section 11.3(b) of the Credit Agreement, this Competitive Bid Loan Note may not be assigned by the Lender to any other Person.

          THIS COMPETITIVE BID LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the Borrower has caused this Competitive Bid Loan Note to be executed as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED,
a Delaware corporation

By:

Name:

Title: 

2

FORM OF NOTICE OF CONTINUATION/CONVERSION

TO:	BANK OF AMERICA, N.A., as Administrative Agent 101 North Tryon Street NC 1-001-04-39 Charlotte, North Carolina 28255
RE:	Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”)

DATE:       __________________

_____________________________________________________________________________________________________________________________________
	This Notice of Continuation/Conversion is made pursuant to the terms of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement.
2.	Please be advised that the Borrower is requesting that a portion of the current outstanding Revolving Loans in the amount of $ __________ currently accruing interest at __________ be extended or converted as of ________ at the interest rate option set forth in paragraph 3 below.
3.	The interest rate option applicable to the continuation or conversion of all or part of the existing Revolving Loans (as set forth above) shall be equal to:
	a.	___________ the Base Rate
	b.	the Eurocurrency Rate plus the Applicable Percentage for an Interest Period of:

____________	one month
____________	two months
____________	three months
____________	six months

4. As of the date hereof, no Default or Event of Default has occurred and is continuing.

QUEST DIAGNOSTICS INCORPORATED,
a Delaware corporation

By:

Name:

Title:

2

FORM OF JOINDER AGREEMENT

          THIS JOINDER AGREEMENT (this “Agreement”), dated as of _____________, is entered into between, a (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders identified therein and Bank of America, N.A. as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

          The Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

          1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a Credit Party under the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Credit Party and Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement, (b) all of the affirmative and negative covenants set forth in Sections 7 and 8 of the Credit Agreement and (c) all of the guaranty obligations set forth in Section 4 of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary, subject to the limitations set forth in Section 4.7 of the Credit Agreement, hereby guarantees, jointly and severally with the other Guarantors, to the Administrative Agent and the Lenders, as provided in Section 4 of the Credit Agreement, the prompt payment when due, by mandatory prepayment, acceleration, as a mandatory cash collateralization or otherwise, of the Credit Party Obligations, including in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the prompt payment and perfolinance in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

          1. The address of the Subsidiary for purposes of Section 11.1 of the Credit Agreement is as follows:

          2. The Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Subsidiary under the Credit Agreement upon the execution of this Agreement by the Subsidiary.

          3. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

          4. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

11

          IN WITNESS WHEREOF, the Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[SUBSIDIARY]

By:

Name:

Title:

Acknowledged and accepted:

BANK OF AMERICA, N.A,
as Administrative Agent

By:

Name:

Title:

3

Exhibit 11.3(b) to
Credit Agreement

FORM OF ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized tennis used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, guarantees and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor: ________________________________
2.	Assignee: ___________________________________ [and is an Affiliate/Approved Fund of [identify Lender]
3.	Borrower(s): Quest Diagnostics Incorporated
4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement.

5.	Credit Agreement:	The Credit Agreement, dated as of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto, the Guarantors parties thereto and Bank of America, N.A., as Administrative Agent.
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans		CUSIP Number
				1
[Tenn Loan]	$	$
[Revolving Loan]	$	$

[7. Trade Date: ____________________]²

Effective Date: ___________________, 20 __ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

      Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

      Title:

Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

² To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Consented to and Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By:

      Title:

[Consented to:]

[QUEST DIAGNOSTICS INCORPORATED]

By:

      Title:

[BANK OF AMERICA, N.A., as Issuing Lender and Swing Line Lender]

By:

      Title:

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1 Representations and Warranties.

                    1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

                    1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender’), attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the telins of the Credit Documents are required to be performed by it as a Lender.

                    2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

                    3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Surya N. Mohapatra, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Quest Diagnostics Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 26, 2010

By	/s/	Surya N. Mohapatra
		Surya N. Mohapatra, Ph.D.
		Chairman of the Board, President and
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Hagemann, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Quest Diagnostics Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 26, 2010

By	/s/	Robert A. Hagemann
		Robert A. Hagemann
		Senior Vice President and
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          Pursuant to 18 U.S.C. § 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended March 31, 2010 of Quest Diagnostics Incorporated, as being filed with the Securities and Exchange Commission concurrently herewith, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Quest Diagnostics Incorporated.

Dated: April 26, 2010	/s/ Surya N. Mohapatra
	Surya N. Mohapatra, Ph.D.
	Chairman of the Board, President and
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          Pursuant to 18 U.S.C. § 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended March 31, 2010 of Quest Diagnostics Incorporated, as being filed with the Securities and Exchange Commission concurrently herewith, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Quest Diagnostics Incorporated.

Dated: April 26, 2010	/s/ Robert A. Hagemann
	Robert A. Hagemann
	Senior Vice President and
	Chief Financial Officer