QUEST DIAGNOSTICS INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

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                                                                    Exhibit 10.2


      AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT (this "Amendment") is entered into as of July 24, 2002, by and among:

         (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation
     (the "Borrower"),

         (2) QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation as
     initial servicer (together with the Borrower, the "Loan Parties"),

         (3) BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware
     corporation, WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity
     as a Liquidity Bank to Blue Ridge, and Lloyds TSB Bank plc, in its
     capacity as a Liquidity Bank to Blue Ridge,

         (4) La Fayette Asset Securitization LLC, a Delaware limited
     liability company (together with its successors, "La Fayette"),
     ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation, and
     Credit Lyonnais New York Branch, in its capacity as a Liquidity
     Bank to Atlantic and hereafter, to La Fayette,

         (5) WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
     agent for the Blue Ridge Group, and Credit Lyonnais New York
     Branch, in its capacity as agent for the Atlantic Group and as
     agent for the La Fayette Group (in such latter capacity, together
     with its successors in such latter capacity, the "La Fayette Agent"
     or a "Co-Agent"), and

         (6) WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative
     agent for the Blue Ridge Group, the Atlantic 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 Amended and Restated Credit and Security Agreement
dated as of September 28, 2001, by and among the parties hereto other than La
Fayette and the La Fayette Agent (as heretofore amended, the "Existing
Agreement" which, as amended hereby, is hereinafter referred to as the
"Agreement").

         Unless otherwise indicated, capitalized terms used in this Amendment
are used with the meanings attributed thereto in the Existing Agreement.




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                          W I T N E S S E T H :

         WHEREAS, simultaneously herewith, Atlantic is assigning all of
     its rights and obligations under the Existing Agreement to La
     Fayette; and

         WHEREAS, to reflect such assignment, the parties hereto desire
     to amend the Existing Agreement as hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto hereby agree as follows:

         1. Amendments to Existing Agreement. Subject to the terms and
conditions hereinafter set forth, the parties hereby agree to amend the Existing
Agreement as follows:

         1.1. The definition of "Atlantic Liquidity Agreement" is hereby deleted
in its entirety from Annex A to the Existing Agreement and the following new
definition is hereby added to such Annex A in its appropriate alphabetical
order:

         "La Fayette Liquidity Agreement" means the Liquidity Asset
     Purchase Agreement dated as of July 24, 2002 among La Fayette, the
     La Fayette Agent, and the La Fayette Liquidity Banks from time to
     time party thereto, as the same may be amended, restated,
     supplemented, replaced or otherwise modified from time to time.

         1.2. Replace all references in the Existing Agreement (and in all
Annexes, Exhibits and Schedules thereto) to the term in the left-hand column in
the table below with the term opposite such term in the right-hand column:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
       Term to be Replaced                             Replacement Term

--------------------------------------------------------------------------------------
<S>                                          <C>
"Atlantic Asset Securitization Corp."        "La Fayette Asset Securitization LLC"

--------------------------------------------------------------------------------------
"Atlantic Agent"                             "La Fayette Agent"

--------------------------------------------------------------------------------------
"Atlantic Group"                             "La Fayette Group"

--------------------------------------------------------------------------------------
"Atlantic"                                   "La Fayette"

--------------------------------------------------------------------------------------
"Atlantic Allocation Limit"                  "La Fayette Allocation Limit"

--------------------------------------------------------------------------------------
"Atlantic Fee Letter"                        "La Fayette Fee Letter"

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"Atlantic Liquidity Agreement"               "La Fayette Liquidity Agreement"

--------------------------------------------------------------------------------------
"Atlantic Liquidity Bank"                    "La Fayette Liquidity Bank"

--------------------------------------------------------------------------------------
"Wachovia Bank, N.A."                        "Wachovia Bank, National Association"

--------------------------------------------------------------------------------------
</TABLE>

                                       2




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         1.3. Section 4.1 of the Existing Agreement is hereby amended to provide
that from and after the date of this Amendment, all fees that would otherwise be
payable to Atlantic under what was formerly called the Atlantic Fee Letter and
is now called the La Fayette Fee Letter shall henceforth be payable to La
Fayette.

         1.4. Part E of Schedule 14.2 to the Existing Agreement is hereby
amended to delete "Account #____________" where it appears and to substitute in
lieu thereof "Account # __________".

         1.5. Upon effectiveness of this Amendment in accordance with Section 3
below, Atlantic shall cease to be a party to the Existing Agreement and all of
Atlantic's rights and obligations under the Transaction Documents shall be
automatically assumed by La Fayette.

         2. Representations.
            ----------------

         2.1. Each of the Loan Parties represents and warrants to the Lenders
and the Agents that it has duly authorized, executed and delivered this
Amendment and that the Agreement constitutes, a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms (except
as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability).

         2.2. Each of the Loan Parties further represents and warrants to the
Lenders and the Agents that each of its representations and warranties set forth
in Section 6.1 of the Agreement is true and correct as of the date hereof and
that no Event of Default or Unmatured Default exists as of the date hereof and
is continuing.

         3. Conditions Precedent. This Amendment shall become effective as of
the date first above written upon receipt by the Administrative Agent (a) of a
counterpart hereof duly executed by each of the parties hereto, and (b)
confirmation from the La Fayette Agent that it has received the La Fayette
Liquidity Agreement and that such agreement is in full force and effect.

         4. Miscellaneous.
            --------------

         4.1. Except as expressly amended hereby, the Existing Agreement and
shall remain unaltered and in full force and effect, and each of the parties
hereby ratifies and confirms the Agreement and each of the other Transaction
Documents to which it is a party.

         4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICTS OF LAW.

         4.3. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

                                       3




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         4.3.1. 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
THE 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.

         4.3.2. 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 THE AGREEMENT.

         4.4. This Amendment 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 Amendment.

                            [Signature pages follow]

                                       4




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

                         QUEST DIAGNOSTICS RECEIVABLES INC.

                         By:  __________________________________
                              Name:
                              Title:

                         QUEST DIAGNOSTICS INCORPORATED

                         By:  __________________________________
                              Name:
                              Title:

                                       5




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                         WACHOVIA BANK, NATIONAL ASSOCIATION, individually, as
                         Administrative Agent and as Blue Ridge Agent

                         By:  __________________________________
                              Name:
                              Title:


                         BLUE RIDGE ASSET FUNDING CORPORATION

                         BY: WACHOVIA BANK, NATIONAL ASSOCIATION,
                             its attorney-in-fact

                         By:  __________________________________
                              Name:
                              Title:

                                       6




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                         ATLANTIC ASSET SECURITIZATION CORP.

                         By: Credit Lyonnais New York Branch.,
                         its attorney-in-fact

                         By:  _________________________________
                              Name:  Konstantina Kourmpetis
                              Title: Director


                         LA FAYETTE ASSET SECURITIZATION LLC

                         By:  La Fayette Member, Inc., as its sole member

                         By:  _________________________________
                              Name:  Konstantina Kourmpetis
                              Title: Director


                         Credit Lyonnais New York Branch,
                         individually and as Atlantic Agent and La Fayette Agent

                         By:  _________________________________
                              Name:  Konstantina Kourmpetis
                              Title: Director

                                       7




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                        LLOYDS TSB BANK PLC

                        By:  __________________________________
                             Name:
                             Title:

                        By:  __________________________________
                             Name:
                             Title:

                                       8




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