EXHIBIT 10.15
AMENDMENT dated as of May 15, 1998, to the
Credit Agreement dated as of December 5, 1996 (as amended,
the "Credit Agreement"), among QUEST DIAGNOSTICS
INCORPORATED (formerly known as Corning Clinical
Laboratories Inc.), the BANKS listed on the signature
pages thereof, NATIONSBANK, N.A., as Issuing Bank,
WACHOVIA BANK OF GEORGIA, N.A., as Swingline Bank, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
NATIONSBANK, N.A. and WACHOVIA BANK OF GEORGIA, N.A., as
Arranging Agents.
WHEREAS, the Borrower has requested that the Banks agree to amend the
Credit Agreement as set forth herein;
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the Amendment
Effective Date (as defined below) refer to the Credit Agreement as amended
hereby.
SECTION 2. Amendment to Section 1.01 of the Credit Agreement. Section
1.01 is hereby amended by the addition of the following definition in the
appropriate alphabetical order:
"Premier" means Premier Clinical Laboratory Services, L.P., a North
Carolina limited partnership of which the general partner is Premier Clinical
Laboratory Services, Inc., a North Carolina corporation and a subsidiary of
Premier, Inc., a Delaware corporation.
SECTION 3. Amendment to Section 5.09 of the Credit Agreement.
Section 5.09 of the Credit Agreement is hereby amended by:
(a) deleting at the end of clause (g) thereof the word "and";
(b) deleting from clause (h) thereof the words "the foregoing
clauses of";
(c) deleting the period at the end of clause (h) thereof and
substituting therefor "; and"; and
(d) adding at the end thereof the following clause:
(i) an Investment consisting of the contribution by the
Borrower to a joint venture with a subsidiary of UPMC Health
System of accounts receivable, customer lists, goodwill, and
other assets that relate primarily to the Borrower's business in
an area not greater than a 150-mile
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radius from Four Parkway Center, 875 Greentree Road, Pittsburgh,
Pennsylvania.
SECTION 4. Amendment to Section 5.11(c) of the Credit Agreement.
Clause (ii) of the first proviso to Section 5.11(c) of the Credit Agreement is
hereby amended by:
(a) deleting in subclause (A) thereof "$5,000,000" and
substituting therefor "$25,000,000";
(b) deleting in subclause (A) thereof "(or $25,000,000, in the
case of any such acquisition or series of acquisition of any Quadrant
One Property)";
(c) deleting in subclause (B) thereof "$50,000,000" and
substituting therefor "$75,000,000";
(d) deleting in subclause (B) thereof "the Effective Date" and
substituting therefor "May 15, 1998"; and
(e) inserting at the end of such clause (ii) the following: ",
provided that consideration in an aggregate amount not to exceed
$22,000,000 may be paid by the Borrower or any Subsidiary to acquire the
clinical laboratory assets of Universal Standard Healthcare Inc. without
regard to the limitations set forth in this clause (ii) and such
consideration shall not count towards the limitations set forth in this
clause (ii),"
Section 5.11(c) is further amended by adding at the end thereof the following
sentence:
For purposes of this Section 5.11(c), neither reference nor outsourcing
arrangements (arrangements for referrals of clinical labatory testing
and anatomical pathology services by hospitals to the Borrower or its
Subsidiaries) nor laboratory management contracts shall constitute the
acquisition of assets constituting a going concern business, but the
acquisition of a hospital's outreach business (the acquisition of
customer lists from a hospital pursuant to arrangements that restrict
competition by such hospital with the Borrower or its Subsidiaries)
shall be treated as an acquisition of assets constituting a going
concern business.
SECTION 5. Amendment to Section 6.01(k) of the Credit Agreement. Clause
(k) of Section 6.01 of the Credit Agreement is hereby amended by:
(a) adding before the words "any person" in the second line
thereof "(i)";
(b) adding before the words "shall have acquired" in the fourth
line thereof the words ", other than Premier,"; and
(c) adding after the words "stock of the Borrower" in the eighth
line thereof the words "or (ii) Premier shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended) of 33% or more of the outstanding shares of common
stock of the Borrower"
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SECTION 6. Representations and Warranties. The Borrower represents
and warrants to each of the Banks that:
(a) The representations and warranties set forth in the Loan Documents
after giving effect to this Amendment are true and correct in all material
respects with the same effect as if made on the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date.
(b) After giving effect to this Amendment, the Borrower is in compliance
in all material respects with all the terms and provisions contained in the
Credit Agreement and in the other Loan Documents required to be observed or
performed.
(c) After giving effect to this Amendment, no Default has occurred and
is continuing.
SECTION 7. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the Agent has received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower and the Required Banks.
The Agent shall promptly notify the Borrower and the Banks of the
Amendment Effective Date, and such notice shall be conclusive and binding on all
parties hereto.
SECTION 10. Miscellaneous. (a) Except as expressly set forth herein,
the Credit Agreement shall continue in full force and effect in accordance with
the terms and provisions thereof on the date hereof.
(b) Section headings used herein are for convenience of reference only
and are not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be an original but all of which, when taken together, shall
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.
QUEST DIAGNOSTICS INCORPORATED,
by
/s/ Robert A. Carothers
---------------------------
Name: Robert A. Carothers
Title: Vice President and
Chief Financial Officer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK,
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by
/s/ Douglas Maher
-------------------------
Name: Douglas Maher
Title: Vice President
BANK OF AMERICA ILLINOIS,
by
/s/ Wendy L. Loring
-------------------------
Name: Wendy L. Loring
Title: Vice President
BANK OF MONTREAL,
by
/s/ Brian L. Banke
-------------------------
Name: Brian L. Banke
Title: Director
THE BANK OF NEW YORK,
by
/s/ Ernest Fung
-------------------------
Name: Ernest Fung
Title: Vice President
BANQUE PARIBAS,
by
/s/ David I. Canavan
-------------------------
Name: David I. Canavan
Title: Director
by /s/ Brett J. Mehlman
-------------------------
Name: Brett J. Mehlman
Title: Vice President
CIBC INC.
by
/s/ William M. Swenson
-------------------------
Name: William M. Swenson
Title: Authorized Signatory
CITY NATIONAL BANK,
by
/s/ George Hayrapetian
-------------------------
Name: George Hayrapetian
Title: Vice President
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CONTINENTAL ASSURANCE COMPANY SEPARATE
ACCOUNT,
by PROTECTIVE ASSET MANAGEMENT
COMPANY, as Attorney-in-Fact,
by
/s/ Mark K. Okada
-------------------------
Name: Mark K. Okada, CFA
Title: Executive Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
by
/s/ Farboud Tavangar
-------------------------
Name: Farboud Tavangar
Title: First Vice President
CYPRESS TREE INVESTMENT PARTNERS I LTD.,
by CYPRESS INVESTMENT
MANAGEMENT CO. INC., as
Portfolio Manager,
by
/s/ Catherine C. McDermott
-------------------------
Name: Catherine C. McDermott
Title: Principal
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Raymond Ventura
-------------------------
Name: Raymond Ventura
Title: Vice President and
Manager
KZH-CNC CORPORATION,
by
/s/ Virginia Conway
-------------------------
Name:Virginia Conway
Title: Authorized Agent
KZH-PAMCO CORPORATION,
by
Name:
-------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC.,
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by
/s/ Gilles Marchand
-------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MORGAN STANLEY SENIOR FUNDING, INC.
by
-------------------------
Name:
Title:
NATIONSBANK, N.A.,
by
/s/ Michael Audry
-------------------------
Name: Michael Audry
Title: Senior Vice President
PAMCO CAYMAN LTD.,
by PROTECTIVE ASSET MANAGEMENT
COMPANY, as
Collateral Manager,
by
/s/ Mark K. Okada
-------------------------
Name: Mark K. Okada, CFA
Title: Executive Vice President
THE SANWA BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Subha Pasumarti
-------------------------
Name: Subha Pasumarti
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ Lynn E. Vine
-------------------------
Name: Lynn E. Vine
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL PRIME RATE
INCOME TRUST,
by
/s/ Jeffrey W. Maillet
-------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President
and Director
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THE TORONTO-DOMINION BANK,
by
/s/ David G. Parker
-------------------------
Name: David G. Parker
Title: Manager
WACHOVIA BANK OF GEORGIA, N.A.,
by
/s/ Jane C. Deaver
-------------------------
Name: Jane C. Deaver
Title: Senior Vice President