CREDIT AGREEMENTCredit Agreement • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • April 2nd, 2002 • Unilab Corp /De/ • Services-medical laboratories • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories
Unilab Corporation 9,000,000 Shares Common Stock ($.01 par value)Underwriting Agreement • October 18th, 2001 • Unilab Corp /De/ • Services-medical laboratories • New York
Exhibit 10.13 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 28th day of April, 1997, between Unilab Corporation, a Delaware corporation (hereinafter called the "Corporation"), and Richard Michaelson, a key employee of the...Stock Option Agreement • March 27th, 1998 • Unilab Corp /De/ • Services-medical laboratories • Delaware
August 10, 1999 Unilab Corporation 18448 Oxnard Street Tarzana, CA 91356 Dear Sirs: Reference is made to the Agreement and Plan of Merger dated as of May 24, 1999 between UC Acquisition Sub, Inc. ("Merger Sub") and Unilab Corporation (the "Company"),...Merger Agreement • August 13th, 1999 • Unilab Corp /De/ • Services-medical laboratories
EXHIBIT 10.9 STOCKHOLDERS AGREEMENT UNILAB CORPORATION Dated as of November 23, 1999 TABLE OF CONTENTSStockholders Agreement • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 19th, 1999 • Unilab Corp /De/ • Services-medical laboratories
ARTICLE IGuarantee Agreement • May 17th, 1999 • Unilab Corp /De/ • Services-medical laboratories • New York
EXHIBIT 10.4 CONSULTING AGREEMENT -------------------- This Agreement is entered into effective as of December 1, 1999, by and between DAVID C. WEAVIL ("Consultant") and UNILAB CORPORATION, a Delaware corporation ("Unilab") with reference to the...Consulting Agreement • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • Delaware
Exhibit 10.19 Amendment No. 1 to Stock Option Agreement This Amendment No. 1, dated as of January 20, 1997, to the Stock Option Agreement dated as of October 20, 1992 (the "Stock Option Agreement"), is entered into by and between Unilab Corporation, a...Stock Option Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories
EXHIBIT 1.1 Form of Underwriting Agreement Unilab CorporationUnderwriting Agreement • June 5th, 2001 • Unilab Corp /De/ • Services-medical laboratories • New York
Exhibit 10.23 AMENDMENT NO. 1 TO RESTRICTED STOCK AGREMENT This Amendment No. 1 (this "Amendment") dated as of September 1 to the Restricted Stock Agreement (the "Agreement"), dated as of May 1, 1995, between Unilab Corporation (the "Corporation") and...Restricted Stock Agreement • March 27th, 1998 • Unilab Corp /De/ • Services-medical laboratories • California
agrees that neither the Offer (as defined in the Merger Agreement) nor any other transaction contemplated by the Merger Agreement shall be deemed to constitute a "Change of Control" for purposes of the Existing Agreement. (b) The Company hereby agrees...Employment Agreement • May 15th, 2002 • Unilab Corp /De/ • Services-medical laboratories • Delaware
andMerger Agreement • May 27th, 1999 • Unilab Corp /De/ • Services-medical laboratories • Delaware
NEITHER THIS NOTE, THE SECONDARY NOTES ISSUABLE IN RESPECT OF INTEREST HEREUNDER NOR THE SHARES OF THE ISSUER'S COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR...Note Agreement • May 17th, 1999 • Unilab Corp /De/ • Services-medical laboratories • New York
agrees that neither the Offer (as defined in the Merger Agreement) nor any other transaction contemplated by the Merger Agreement shall be deemed to constitute a "Change of Control" for purposes of the Existing Agreement. (b) The Company hereby agrees...Employment Agreement • May 15th, 2002 • Unilab Corp /De/ • Services-medical laboratories • Delaware
Exhibit 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated and effective as of the 20th day of January, 1997, by and among Unilab Corporation, a Delaware corporation ("The Company") and David Weavil ("Executive"). WHEREAS, The Company desires to have...Employment Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories • California
NEITHER THIS NOTE NOR THE SHARES OF THE ISSUER'S COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN (AND ANY SUCH...Convertible Note • January 19th, 1999 • Unilab Corp /De/ • Services-medical laboratories
ASSUMPTION AGREEMENT, dated as of November 23, 1999, between Unilab Corporation, a Delaware corporation ("Unilab"), and Unilab Finance Corp., a ------ Delaware corporation ("Unilab Finance"). --------------Assumption Agreement • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • New York
Exhibit 4.03 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the ___ day of _____, 199_, between Unilab Corporation, a Delaware corporation (hereinafter called the "Corporation"), and __________________, a key employee of the...Stock Option Agreement • August 8th, 1997 • Unilab Corp /De/ • Services-medical laboratories • Delaware
Exhibit 10.24 CONSULTING AGREEMENT AGREEMENT, dated as of January 20, 1997 between Unilab Corporation, a Delaware corporation with its executive offices located at 18448 Oxnard Street, Tarzana, California 91356 (hereinafter "Unilab" or the "Company")...Consulting Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories • California
Exhibit 10.18 AMENDMENT TO FINANCIAL ADVISORY AGREEMENT AMENDMENT TO ADVISORY AGREEMENT (the "Agreement"), dated as of May 15, 2001, between Unilab Corporation, a Delaware corporation (the "Company") and Kelso & Company, L.P. ("Kelso") WHEREAS, the...Financial Advisory Agreement • May 16th, 2001 • Unilab Corp /De/ • Services-medical laboratories
as Issuer, and HSBC BANK USA, as Trustee INDENTUREIndenture • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • New York
AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated and effective as of the 28th day of November, 2001, to the Employment Agreement (the "Employment Agreement") dated March 1, 2000, by and among Unilab Corporation, a Delaware corporation ("The...Employment Agreement • March 29th, 2002 • Unilab Corp /De/ • Services-medical laboratories
AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated and effective as of the 28th day of November, 2001, to the Employment Agreement (the "Employment Agreement") dated July 1, 2000, by and among Unilab Corporation, a Delaware corporation ("The...Employment Agreement • March 29th, 2002 • Unilab Corp /De/ • Services-medical laboratories
Exhibit 10.3 TERMINATION AND RELEASE AGREEMENT TERMINATION AND RELEASE AGREEMENT, dated as of December 20, 1996 (this "Agreement"), among Unilab Corporation (the "Borrower"), a Delaware corporation, the financial institutions listed on the signature...Termination and Release Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories • New York
Exhibit 10.23 NON-COMPETE AGREEMENT This Non-Compete Agreement is dated as of January 20, 1997, by and between Unilab Corporation, a Delaware corporation with its executive office located at 18448 Oxnard Street, Tarzana, California 91356 ("Unilab" or...Non-Compete Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories • California
EXECUTION VERSION STOCKHOLDERS AGREEMENT dated as of April 2, 2002Stockholders Agreement • April 2nd, 2002 • Unilab Corp /De/ • Services-medical laboratories • Delaware
By: /s/ Mark L. Bibi -------------------------------- Mark L. Bibi, Executive Vice President, Secretary, and General Counsel /s/ David C. Weavil ----------------------------------- DAVID C. WEAVIL AGREEMENT ---------Employment Agreement • December 30th, 1999 • Unilab Corp /De/ • Services-medical laboratories • Delaware
RECITALSParticipation Agreement • March 28th, 1997 • Unilab Corp /De/ • Services-medical laboratories • New York
Exhibit 10.12 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 28th day of April, 1997, between Unilab Corporation, a Delaware corporation (hereinafter called the "Corporation"), and Richard Michaelson, a key employee of the...Stock Option Agreement • March 27th, 1998 • Unilab Corp /De/ • Services-medical laboratories • Delaware
Exhibit 10.17 Amendment No. 1 to Stock Option Agreement This Amendment No. 1, dated as of September 17, 1997, to the Stock Option Agreement dated as of April 28, 1997 with respect to 75,000 option shares at an exercise price of five- eighths of a...Stock Option Agreement • March 27th, 1998 • Unilab Corp /De/ • Services-medical laboratories
AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated and effective as of the 13th day of November, 2001, to the Employment Agreement (the "Employment Agreement") dated February 24, 2000, by and among Unilab Corporation, a Delaware corporation ("The...Employment Agreement • March 29th, 2002 • Unilab Corp /De/ • Services-medical laboratories
b) In the event that either (i) any of KIA VI, KEP VI or any of their - respective Affiliates who holds shares of Common Stock (a "Selling Stockholder") intends to sell any shares of Common Stock to a third party ----------- or parties unaffiliated...Investor Stockholders Agreement • May 3rd, 2001 • Unilab Corp /De/ • Services-medical laboratories • Delaware
