Exhibit 10.17
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:
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(a) Section 9.08(A)(c) is amended by inserting "(i)" after
"Indebtedness and Contingent Obligations of" at the beginning 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
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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
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.
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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 signature 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:
---------------------------------
Name:
Title:
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:
---------------------------------
Name:
Title:
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QUEST DIAGNOSTICS INVESTMENTS
INCORPORATED
QUEST DIAGNOSTICS FINANCE
INCORPORATED
Each as a Guarantor and Pledgor
By:
---------------------------------
Name:
Title:
PATHOLOGY BUILDING PARTNERSHIP, by
Quest Diagnostics Incorporated
(MD), as General Partner
By:
---------------------------------
Name:
Title:
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AGENTS:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED,
as Joint Lead Arranger and
Syndication Agent
By:
---------------------------------
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger
By:
---------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
---------------------------------
Name:
Title:
WACHOVIA BANK, N.A.,
as Co-Documentation Agent
By:
---------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Co-Documentation Agent
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By:
---------------------------------
Name:
Title:
---------------------------------,
as a Lender (please type)
By:
---------------------------------
Name:
Title:
