Exhibit 99.12
GROUP JOINDER AGREEMENT Dated as of August 13, 2021 |
THIS GROUP JOINDER AGREEMENT (this “Joinder Agreement”) is executed and delivered by Reprosource Fertility Diagnostics, Inc., a Massachusetts corporation, Blueprint Genetics, Inc., a Delaware corporation, and Mid America Clinical Laboratories, LLC, an Indiana limited liability company (each, a “New Seller” and collectively, the “New Sellers”) in favor of Quest Diagnostics Receivables Inc., a Delaware corporation, as purchaser (the “Buyer”), with respect to that certain Fourth Amended and Restated Receivables Sale Agreement dated as of October 28, 2015 by and between Quest Diagnostics Incorporated and certain of its subsidiaries from time to time party thereto as “Sellers” and the Buyer (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the “Sale Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.
Subject to receipt of counterparts hereof signed by the Administrative Agent and the Buyer, by its signature below, each New Seller hereby absolutely and unconditionally agrees to become a party to the Sale Agreement as a Seller thereunder and to be bound by the provisions thereof, including, without limitation, the provisions of Section 8.12 thereof.
Attached hereto is an amended and restated version of Schedule 2.1(o) to the Sale Agreement. After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Article II of the Sale Agreement will be true and correct as to each New Seller.
The “Responsible Officers” of each New Seller will be any of its Treasurer or any Vice President, acting singly.
Delivered herewith are each of the documents, certificates and opinions required to be delivered by each New Seller pursuant to Article V of the Sale Agreement.
The provisions of Article VIII of the Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth in full herein except that references in such Article VIII to “this Agreement” shall be deemed to refer to “this Joinder Agreement and to the Sale Agreement as modified by this Joinder Agreement.”
Please acknowledge your consent to each New Seller’s joinder in the Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below and Emailing a scanned image of such counterpart to the Administrative Agent and to each New Seller at the Email addresses set forth below their respective signatures hereto.
IN WITNESS WHEREOF, each New Seller has executed this Group Joinder Agreement as of the date first above written.
REPROSOURCE FERTILITY DIAGNOSTICS, INC., a Massachusetts corporation By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094 | BLUEPRINT GENETICS, INC., a Delaware corporation By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094 | ||||
MID AMERICA CLINICAL LABORATORIES, LLC, an Indiana limited liability company By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094 | The undersigned hereby consents to each New Seller’s joinder in the Sale Agreement: QUEST DIAGNOSTICS RECEIVABLES INC., as Buyer By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094 |
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The undersigned hereby consents
to each New Seller’s joinder in the Sale Agreement:
MUFG BANK, LTD., as Administrative Agent
By:_/s/ Eric Williams_______________________________
Name: Eric Williams
Title: Managing Director
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AMENDED AND RESTATED SCHEDULE 2.1(o)
SELLERS’ FEDERAL TAXPAYER ID NUMBERS; AND LOCATION OF RECORDS
Location of Records | Federal EIN | Legal Name of Selleri | Fictitious Name (DBA) | Prior Legal Nameii | ||||||||||
5785 Corporate Avenue Cypress, CA 90630 | 52-1604494 | Quest Diagnostics Infectious Disease, Inc. (DE) | Focus Diagnostics, Inc. (This was a name change) | |||||||||||
33608 Ortega Highway San Juan Capistrano, CA 92675 | 95-2701802 | Quest Diagnostics Nichols Institute (CA) | Nichols Institute | N/A | ||||||||||
8401 Fallbrook Avenue West Hills, CA 91304 | 71-8097031 | Unilab Corporation (DE) | Quest Diagnostics | N/A | ||||||||||
27027 Tourney Road Valencia, CA 91355-5386 | 95-2961036 | Specialty Laboratories, Inc. (CA) | Quest Diagnostics Nichols Institute of Valencia, Inc. | N/A | ||||||||||
3 Sterling Drive Wallingford, CT 06492 | 06-0460613 | Quest Diagnostics LLC (CT) | N/A | N/A | ||||||||||
1001 Adams Avenue Norristown, PA 19403 | 38-2084239 | Quest Diagnostics Clinical Laboratories, Inc. (DE) | N/A | N/A | ||||||||||
1355 Mittel Blvd. Wood Dale, IL 60191 | 36-4257926 | Quest Diagnostics LLC (IL) | N/A | N/A | ||||||||||
10101 Renner Blvd. Lenexa, KS 66219 | 43-1039532 | LabOne, LLC (MO) | Quest Diagnostics | |||||||||||
200 Forest Street Marlborough, MA 01752 | 31-1805826 | Athena Diagnostics, Inc. (DE) | N/A | N/A | ||||||||||
200 Forest Street Marlborough, MA 01752 | 04-3248020 | Quest Diagnostics LLC (MA) | Quest Diagnostics of Connecticut LLC | N/A | ||||||||||
1901 Sulphur Spring Road Baltimore, MD 21227 | 52-0890739 | Quest Diagnostics Incorporated (MD) | N/A | N/A | ||||||||||
506 E. State Parkway Schaumburg, IL 60173 | 38-2084239 | Quest Diagnostics Clinical Laboratories, Inc. (DE) | N/A | Quest Diagnostics Incorporated (MI) (merged into QDCL) | ||||||||||
10101 Renner Blvd. Lenexa, KS 66219 | 20-1908041 | Quest Diagnostics Health and Wellness LLC (DE) | Summit Health, Inc. (this was a change of name and entity type) | |||||||||||
1 Insights Drive Clifton, NJ 07012 | 16-1387862 | Quest Diagnostics Incorporated (DE) iii | QDI Delaware Incorporated | N/A | ||||||||||
4380 Federal Drive, Suite 100 Greensboro, NC 27410 | 38-2084239 | Quest Diagnostics Clinical Laboratories, Inc. (DE) | Solstas Lab Partners Solstas Lab Partners Group | Solstas Lab Partners, LLC and Solstas Lab Partners Group, LLC (merged into QDCL) | ||||||||||
Location of Records | Federal EIN | Legal Name of Seller | Fictitious Name (DBA) | Prior Legal Name | ||||||||||
4380 Federal Drive, Suite 100 Greensboro, NC 27410 | “ | “ | ||||||||||||
4230 Burnham Avenue Las Vegas, NV 89119 | 88-0099333 | Quest Diagnostics Incorporated (NV) | Quest Diagnostics Incorporated of Nevada Quest Diagnostics | N/A | ||||||||||
6700 Steger Drive Cincinnati, OH 45237 | 20-0310967 | LabOne of Ohio, Inc. (DE) | LabOne Quest Diagnostics | N/A |
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4690 Parkway Drive Mason, OH 45040 | 38-2084239 | Quest Diagnostics Clinical Laboratories, Inc. (DE) | MedPlus, Inc. (OH) (merged into QDCL) | |||||||||||
4 Parkway Center 875 Greentree Road Pittsburgh, PA 15220 | 22-3137283 | Quest Diagnostics of Pennsylvania Inc. (DE) | N/A | N/A | ||||||||||
14225 Newbook Drive Chantilly, VA 20153 | 54-0854787 | Quest Diagnostics Nichols Institute, Inc. (VA) | Nichols Institute | N/A | ||||||||||
10101 Renner Blvd. Lenexa, KS 66219 | 23-2057350 | ExamOne World Wide, Inc. (PA) | N/A | N/A | ||||||||||
2505 3rd Avenue, Suite 204 Seattle, WA 98121 | 37-1768269 | Blueprint Genetics Inc. (DE) | ||||||||||||
2560 N. Shadeland Avenue Indianapolis, IN 46219 | 35-2014838 | Mid America Clinical Laboratories, LLC (IN) | ||||||||||||
200 Forest Street Marlborough, MA 01752 | 26-2679473 | Reprosource Fertility Diagnostics, Inc. (MA) |
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i State designations represent the states in which entity is incorporated or organized. These designations are not part of the legal corporate name, but are included here for reference purposes only.
ii No prior legal names within the past five years.
iii Corporate office located at 500 Plaza Drive, Secaucus, NJ 07094.
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