EXHIBIT 10.31
AMENDMENT XX. 0
XXXXXXXXX XX. 0 ("XXXXXXXXX XX. 0") dated as of December 17, 1999 to
the Credit Agreement dated as of August 16, 1999 (as amended, amended and
restated or otherwise modified and supplemented and in effect from time to time,
the "CREDIT AGREEMENT") among Quest Diagnostics Incorporated (the "BORROWER");
the guarantors party thereto (the "GUARANTORS"); certain lenders (the
"LENDERS"); Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("XXXXXXX XXXXX"), as joint lead arranger; Banc of America
Securities LLC, as joint lead arranger (in such capacity, together with its
successors and Xxxxxxx Xxxxx together with its successors in its capacity as
joint lead arranger, the "JOINT LEAD ARRANGERS"); Bank of America, N.A., as
administrative agent ("ADMINISTRATIVE AGENT"); Wachovia Bank, N.A. ("WACHOVIA"),
as co-documentation agent; The Bank of New York, as co-documentation agent (in
such capacity, together with Wachovia as co-documentation agent, the
"CO-DOCUMENTATION AGENTS"); and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, as syndication agent (in such capacity, together
with its successors in such capacity, the "SYNDICATION AGENT"). Capitalized
terms not otherwise defined in this Amendment No. 1 have the same meaning
assigned to such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to Section 12.04 of the Credit Agreement, the
Obligors and the Majority Lenders hereby agree to amend or waive certain
provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - AMENDMENT. The Lenders and Agents amend, effective as of
the date hereof and subject to the satisfaction of the conditions in Section Two
hereof the following:
(a) Section 9.08(A)(c) is amended by inserting "(i)" after
"Indebtedness and Contingent Obligations of" at the be
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ginning of this subsection and by adding the following immediately after the
end of this subsection before the semicolon:
"and (ii) any Company to any Receivables Co. in connection with
any Permitted Receivables Transaction; PROVIDED, HOWEVER, that
such Indebtedness and Contingent Obligations shall be
subordinated to the Obligations and on terms and conditions
acceptable to Joint Lead Arrangers"
(b) Section 9.08(A)(i) is amended by adding the following immediately
prior to the proviso thereto:
"(and, notwithstanding any provision of any Security Document to
the contrary, any Indebtedness incurred under this Section
9.08(A)(i)(ii) need not be pledged to the Creditors nor do the
Creditors have any security interest therein pursuant to the
Credit Documents)"
(c) Section 9.21 is amended by adding the following at the end thereof
as a new paragraph:
"Notwithstanding any provision to the contrary, this Section 9.21
does not apply to any Indebtedness incurred pursuant to Section
9.08(A)(c) or Section 9.08(A)(i)(ii)"
SECTION TWO - CONDITIONS TO EFFECTIVENESS. This Amendment No. 1 shall
become effective as of the date first above written when, and only when,
Administrative Agent shall have received counterparts of this Amendment No. 1
executed by each Obligor and the Majority Lenders or, as to any of the Lenders,
advice satisfactory to Administrative Agent that such Lender has executed this
Amendment No. 1.
SECTION THREE - REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders and Agents to enter into this Amendment No. 1, each Obligor represents
and warrants to each of the Lenders and Agents that after giving effect to this
Amendment No. 1, (i) no Default or Event of Default has occurred and is
continuing; and (ii) all of the representations
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and warranties of Borrower and the other Obligors in the Credit Agreement, after
giving effect to this Amendment No. 1, are true and complete in all material
respects on and as of the date hereof as if made on the date hereof (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date).
SECTION FOUR - REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
SECURITY AGREEMENT. On and after the effectiveness of this Amendment No. 1, each
reference in the Credit Agreement or the Security Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Credit Agreement
or the Security Agreement, respectively, and each reference in each of the other
Credit Documents to "the Credit Agreement", "the Security Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement or the Security Agreement, shall mean and be a reference to the Credit
Agreement or the Security Agreement, respectively, as amended by this Amendment
No. 1. The Credit Agreement, the Security Agreement, and each of the other
Credit Documents, as specifically amended by this Amendment No. 1, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Security
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Obligors under the Credit
Documents, in each case as amended by this Amendment No. 1. The execution,
delivery and effectiveness of this Amendment No. 1 shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or any Agent under any of the Credit Documents, nor constitute a
waiver of any provision of any of the Credit Documents.
SECTION FIVE - COSTS, EXPENSES AND TAXES. The Obligors agree to pay all
reasonable costs and expenses of Administrative Agent in connection with the
preparation, execution and delivery of this Amendment No. 1 and the other
instruments and documents to be delivered hereunder, if any (including, without
limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx) in
accordance with the terms of Section 12.03 of the Credit Agreement.
SECTION SIX - EXECUTION IN COUNTERPARTS. This Amendment No. 1 may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a sig-
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nature page to this Amendment No. 1 by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment No. 1.
SECTION SEVEN - GOVERNING LAW. This Amendment No. 1 shall be governed
by, and construed in accordance with, the laws of the State of New York (without
giving effect to any provisions thereof relating to conflicts of law).
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
QUEST DIAGNOSTICS INCORPORATED
By:
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Name:
Title:
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GUARANTORS:
SBCL, Inc. (DE)
SmithKline Xxxxxxx Clinical
Laboratories, Inc. (DE)
Quest Diagnostics Incorporated (CA)
Quest Holdings Incorporated (MD)
Quest Diagnostics Incorporated (MD)
Quest Holdings Incorporated (MI)
Quest Diagnostics LLC (IL)
Quest Diagnostics Incorporated (MI)
Quest Diagnostics Incorporated (CT)
Quest Diagnostics Incorporated (MA)
Quest Diagnostics of Pennsylvania
Inc. (DE)
Quest Diagnostics Incorporated (OH)
MetWest Inc. (DE)
Xxxxxxx Institute Diagnostics (CA)
DPD Holdings, Inc. (DE)
Diagnostics Reference Services Inc.
(MD)
Laboratory Holding Incorporated (MA)
Quest MRL Inc. (DE)
Each as a Guarantor and Pledgor
By:
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Name:
Title:
QUEST DIAGNOSTICS INVESTMENTS
INCORPORATED
QUEST DIAGNOSTICS FINANCE
INCORPORATED
Each as a Guarantor and Pledgor
By:
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Name:
Title:
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PATHOLOGY BUILDING PARTNERSHIP, by
Quest Diagnostics Incorporated
(MD), as General Partner
By:
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Name:
Title:
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AGENTS:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED,
as Joint Lead Arranger and
Syndication Agent
By:
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Name:
Title:
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BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger
By:
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Name:
Title:
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BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Name:
Title:
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WACHOVIA BANK, N.A.,
as Co-Documentation Agent
By:
-----------------------------------
Name:
Title:
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THE BANK OF NEW YORK,
as Co-Documentation Agent
By:
---------------------------------
Name:
Title:
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as a Lender (please type)
By:
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Name:
Title:
