Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • Delaware
BY AND AMONGAsset Purchase Agreement • October 21st, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
LABONE, INC. and American Stock Transfer & Trust Company Rights AgentRights Agreement • February 14th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
WARRANT To Purchase Shares of Common Stock of LABONE, INC.Warrant Agreement • May 28th, 1999 • Lab Holdings Inc • Services-medical laboratories • Delaware
PAGE 64 inaction on Indemnitee's part, while acting as a Director of Officer of the Company or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not...Indemnification Agreement • March 24th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
Exhibit 4.3 WARRANT AGREEMENTWarrant Agreement • November 14th, 2001 • Labone Inc/ • Services-medical laboratories • New York
LABONE, INC.Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
W I T N E S S E T HRights Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of August 31, 2001 among LABONE, INC., a Missouri corporation (the "Company"), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership ("WCAS"), and the...Registration Rights Agreement • October 9th, 2001 • Labone Inc/ • Services-medical laboratories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2001 • Labone Inc/ • Services-medical laboratories • Missouri
SECTION 1 POSITION AND RESPONSIBILITIESEmployment Agreement • November 13th, 1998 • Lab Holdings Inc • Services-medical laboratories • Kansas
RECITALS:Subordination Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
Exhibit 10.11 EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the "Company"), and PHILIP A. SPENCER ("Executive"). WHEREAS, Quest Diagnostics, Inc., a Delaware corporation,...Employment Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • New York
Exhibit 4.6 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT, dated as of August 31, 2001, is made between LabOne, Inc., a Missouri corporation (the "Company"), and American Stock Transfer & Trust Company (the...Rights Agreement • October 9th, 2001 • Labone Inc/ • Services-medical laboratories
Exhibit 10.10 EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the "Company"), and MICHAEL J. ASSELTA ("Executive"). WHEREAS, Quest Diagnostics, Inc., a Delaware corporation,...Employment Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • New York
EXHIBIT 99.1 LOAN AGREEMENT This Loan Agreement is made as of the 4th day of October, 1996, between Response Oncology, Inc., a Tennessee corporation ("Company") and Seafield Capital Corporation, a Missouri corporation ("Lender"). WHEREAS, the Company...Loan Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN LAB HOLDINGS, INC.Merger Agreement • March 8th, 1999 • Lab Holdings Inc • Services-medical laboratories • Missouri
BY AND AMONGStock Purchase Agreement • January 22nd, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
BY AND AMONGStock Purchase Agreement • November 5th, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
WARRANT To Purchase Shares of Common Stock of LABONE, INC.Warrant Agreement • May 28th, 1999 • Lab Holdings Inc • Services-medical laboratories • Delaware
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into this 28th day of February, 2000, by and between LABONE, INC., a Missouri corporation ("LabOne"),and John W. McCarty("Employee"). WITNESSETH:...Employment Agreement • May 5th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
VOTING AGREEMENT This Voting Agreement is made this ___ day of October, 1996, between Seafield Capital Corporation, a Missouri corporation ("Seafield") and _____________________________("Shareholder"). WHEREAS, the Shareholder is a substantial...Voting Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
Exhibit 10.16Supplemental Retirement Agreement • March 31st, 1997 • Seafield Capital Corp • Services-medical laboratories
Exhibit BWarrant Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories
Amendment to All Outstanding Stock Option Agreements under the 1997 Long-Term Incentive Plan ---------------------------------------Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT pursuant to the LABONE, INC.Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
BY AND BETWEENService Agreement • January 22nd, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
LABONE, INC.Note Agreement • November 14th, 2001 • Labone Inc/ • Services-medical laboratories • New York
BANC OF AMERICA SECURITIES LLC $90,000,000 AGGREGATE PRINCIPAL AMOUNT LABONE, INC. Registration Rights Agreement dated June 25, 2004Registration Rights Agreement • June 28th, 2004 • Labone Inc/ • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENT, dated June 25, 2004, between LabOne, Inc., a Missouri corporation (together with any successor entity, herein referred to as the "Company") and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), under the Purchase Agreement (as defined below).
EXHIBIT 1 STOCK PURCHASE AGREEMENT BY AND AMONG RESPONSE ONCOLOGY, INC., STOCKHOLDERS OF ONCOLOGY HEMATOLOGY GROUP OF SOUTH FLORIDA, P.A.Stock Purchase Agreement • January 17th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
WARRANT To Purchase Shares of Common Stock of LABONE, INC.Warrant Agreement • March 24th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
LABONE, INC. INDENTURE Dated as of June 25, 2004 WELLS FARGO BANK, NATIONAL ASSOCIATION TRUSTEEIndenture • June 28th, 2004 • Labone Inc/ • Services-medical laboratories • New York
INDENTURE dated as of June 25, 2004 between LabOne, Inc., a Missouri corporation (the "Company"), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States of America, as Trustee (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2005 • Labone Inc/ • Services-medical laboratories • Kansas
THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of the 8th day of November, 2004, by and between LabOne, Inc., a Missouri corporation ("LabOne"), and Kent McAllister, ("Employee").
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2004 among LABONE, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent WACHOVIA BANK, NATIONAL ASSOCIATION, as Sole Syndication Agent WELLS...Credit Agreement • August 13th, 2004 • Labone Inc/ • Services-medical laboratories • New York
Schedule 2.01 -- Commitments Schedule 2.05 -- Issuing Banks Schedule 3.04 -- Disclosed Matters Schedule 3.08 -- Real Property Schedule 3.13 -- Subsidiaries / Equity Interests in other Persons Schedule 3.14 -- Insurance Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens Schedule 6.06 -- Existing Investments Schedule 6.11 -- Existing Restrictions
90,000,000 AGGREGATE PRINCIPAL AMOUNT LABONE, INC.Purchase Agreement • June 28th, 2004 • Labone Inc/ • Services-medical laboratories • New York
The Debentures are convertible into fully paid, non-assessable shares of common stock, $0.01 par value per share, of the Company (the "Common Stock"). The Debentures are convertible initially at a conversion price of approximately $39.30 per share (equivalent to an initial conversion rate of 25.4463 shares per $1,000 principal amount of the Debentures) on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, "Conversion Shares" means the shares of Common Stock into which the Debentures are convertible. The Debentures will be issued pursuant to an indenture (the "Indenture") to be dated as of the First Closing Date (as defined in Section 2), between the Company and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States of America, as trustee (the "Trustee"). Debentures issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust
