ANDCredit Agreement • April 30th, 2004 • Quest Diagnostics Inc • Services-medical laboratories • New York
Among SHAREHOLDERS OFVoting Agreement • April 30th, 2001 • Quest Diagnostics Inc • Services-medical laboratories • Ohio
amongAgreement and Plan of Merger • August 8th, 2005 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
as IssuerSupplemental Indenture • November 27th, 2001 • Quest Diagnostics Inc • Services-medical laboratories • New York
Exhibit 99.30 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 19, 2002 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Borrower"), certain Subsidiaries...Credit Agreement • January 21st, 2003 • Quest Diagnostics Inc • Services-medical laboratories • New York
RIGHTS AGREEMENT CORNING CLINICAL LABORATORIES INC.Rights Agreement • November 19th, 1996 • Corning Clinical Laboratories Inc • Services-commercial physical & biological research • Delaware
EXECUTION VERSION STOCKHOLDERS AGREEMENT dated as of April 2, 2002Stockholders Agreement • April 2nd, 2002 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
Exhibit 12 SECURITY AGREEMENT SECURITY AGREEMENT (the "AGREEMENT"), dated as of August 16, 1999 made by QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation having an office at One Malcolm Avenue, Teterboro, New Jersey 07608 ("BORROWER"), and EACH...Security Agreement • August 31st, 1999 • Quest Diagnostics Inc • Services-medical laboratories • New York
EXHIBIT 4.4 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment") effective as of the 18th day of October, 2000, amends and modifies, at the Company's direction, a certain Rights Agreement dated as of December 31, 1996, as previously...Rights Agreement • April 2nd, 2001 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
RECITALSCredit Agreement • July 30th, 2004 • Quest Diagnostics Inc • Services-medical laboratories • New York
BETWEENEmployment Agreement • March 30th, 2000 • Quest Diagnostics Inc • Services-medical laboratories • New York
SECTION 1.01 Definitions.................................................. 1 1.02 Accounting Terms and Determinations.......................... 26 1.03 Types of Borrowings.......................................... 26 ARTICLE II The Credits -----------...Credit Agreement • November 25th, 1996 • Corning Clinical Laboratories Inc • Services-commercial physical & biological research • New York
as IssuerIndenture • July 3rd, 2001 • Quest Diagnostics Inc • Services-medical laboratories • New York
THE SUBSIDIARY GUARANTORS NAMED HEREIN AS SUBSIDIARY GUARANTORS Fourth Supplemental Indenture Dated as of July 21, 2000 10 3/4 % Senior Subordinated Notes due 2006 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this "Supplemental...Quest Diagnostics Inc • August 3rd, 2000 • Services-medical laboratories
Exhibit 10.27 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is made as of April 2, 2002 by and among Unilab Corporation ("Unilab"), Quest Diagnostics Incorporated ("Quest Diagnostics" and,...Employment Agreement • May 15th, 2002 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
as IssuerQuest Diagnostics Inc • July 3rd, 2001 • Services-medical laboratories • New York
Exhibit 10.30 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment") effective as of the 18th day of October, 2000, amends and modifies, at the Company's direction, a certain Rights Agreement dated as of December 31, 1996, as previously...Rights Agreement • November 14th, 2000 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
AMONGCredit and Security Agreement • October 31st, 2003 • Quest Diagnostics Inc • Services-medical laboratories • New York
EXHIBIT 99.3 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each...Joint Filing Agreement • April 12th, 2002 • Quest Diagnostics Inc • Services-medical laboratories
This agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Exhibit 10.25 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is made as of April 2, 2002 by and among Unilab Corporation ("Unilab"), Quest Diagnostics Incorporated ("Quest Diagnostics" and,...Employment Agreement • May 15th, 2002 • Quest Diagnostics Inc • Services-medical laboratories • Delaware
CREDIT AGREEMENT among QUEST DIAGNOSTICS INCORPORATED as Borrower, AND CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, AND THE LENDERS IDENTIFIED HEREIN, AND BANK OF AMERICA, N.A., as Administrative Agent AND UBS AG, STAMFORD BRANCH and MERRILL...Credit Agreement • July 3rd, 2001 • Quest Diagnostics Inc • Services-medical laboratories • New York
ARTICLE INon-Competition Agreement • August 31st, 1999 • Quest Diagnostics Inc • Services-medical laboratories • New York
Exhibit (a)(11) AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 3, dated as of September 25, 2002 (this "Amendment"), among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation ("Parent"), QUEST DIAGNOSTICS NEWCO INCORPORATED, a...Agreement and Plan of Merger • September 26th, 2002 • Quest Diagnostics Inc • Services-medical laboratories
BETWEENReceivables Sale Agreement • October 31st, 2003 • Quest Diagnostics Inc • Services-medical laboratories • New York
Exhibit 10.1 FOURTH SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE dated as of March 19, 2003, (this "Fourth Supplemental Indenture"), among UNILAB CORPORATION (f/k/a Quest Diagnostics Newco Incorporated), (the "Additional Subsidiary Guarantor"), QUEST...Fourth Supplemental Indenture • April 30th, 2003 • Quest Diagnostics Inc • Services-medical laboratories • New York
BetweenEmployment Agreement • February 28th, 2003 • Quest Diagnostics Inc • Services-medical laboratories • New York
S&S DRAFTTransaction Agreement • November 25th, 1996 • Corning Clinical Laboratories Inc • Services-commercial physical & biological research • New York
Exhibit 10.14 AMENDMENT dated as of November 21, 1997, to the Credit Agreement dated as of December 5, 1996, among QUEST DIAGNOSTICS INCORPORATED (formerly known as Corning Clinical Laboratories Inc.), the BANKS listed on the signature pages thereof,...Quest Diagnostics Inc • March 20th, 1998 • Services-commercial physical & biological research • New York
Exhibit 10.1 FIFTH SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE dated as of April 16, 2004, (this "Fifth Supplemental Indenture"), among UNILAB ACQUISITION CORPORATION (d/b/a FNA Clinics of America), (the "Additional Subsidiary Guarantor"), QUEST...Supplemental Indenture • April 30th, 2004 • Quest Diagnostics Inc • Services-medical laboratories • New York
amongAgreement and Plan of Merger • April 30th, 2001 • Quest Diagnostics Inc • Services-medical laboratories • Ohio
EXHIBIT 11 QUEST DIAGNOSTICS INCORPORATED, as Borrower, andCredit Agreement • August 31st, 1999 • Quest Diagnostics Inc • Services-medical laboratories • New York
ARTICLE IExhibit 9 • August 31st, 1999 • Quest Diagnostics Inc • Services-medical laboratories • New York
Exhibit (a)(20) AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 4, dated as of January 4, 2003 (this "Amendment"), among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation ("Parent"), QUEST DIAGNOSTICS NEWCO INCORPORATED, a Delaware...Agreement and Plan of Merger • January 6th, 2003 • Quest Diagnostics Inc • Services-medical laboratories
June] __, 2002 Agreement and Plan of Merger, Dated as of April 2, 2002 and Amended as of May 13, 2002, Among Quest Diagnostics Incorporated, Unilab Corporation and Quest Diagnostics Newco Incorporated Ladies and Gentlemen: We have acted as counsel for...Quest Diagnostics Inc • June 7th, 2002 • Services-medical laboratories
Agreement and Plan of Merger, Dated as of April 2, 2002 and Amended as of May 13, 2002, Among Quest Diagnostics Incorporated, Unilab Corporation and Quest Diagnostics Newco Incorporated
TERM LOANCredit Agreement • June 24th, 2002 • Quest Diagnostics Inc • Services-medical laboratories
