Exhibit 4.3
-----------
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of November 23, 1999, between Unilab
Corporation, a Delaware corporation ("Unilab"), and Unilab Finance Corp., a
------
Delaware corporation ("Unilab Finance").
--------------
W I T N E S S E T H :
-------------------
WHEREAS, Unilab Finance and HSBC Bank USA, as trustee (the "Trustee")
-------
executed and delivered an Indenture, dated as of September 28, 1999 (as
heretofore amended and supplemented, the "Indenture"), providing for the
---------
issuance of the 12 3/4% Senior Subordinated Notes due 2009 (the "Securities");
----------
WHEREAS, concurrently herewith, Unilab is executing and delivering to the
Trustee, pursuant to Section 5.01(d) of the Indenture, a Supplemental Indenture,
dated as of the date hereof, pursuant to which Unilab is assuming Unilab
Finance's obligations under the Indenture and the Securities;
WHEREAS, Unilab Finance is a party to each of (i) the Purchase Agreement,
dated September 21, 1999 (the "Purchase Agreement"), among Unilab Finance and
------------------
Deutsche Bank Securities Inc. and Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated (collectively, the "Initial Purchasers"), (ii) the Registration
------------------
Agreement, dated as of September 28, 1999 (the "Registration Rights Agreement"),
-----------------------------
among Unilab Finance and the Initial Purchasers and (iii) the Escrow Agreement,
dated as of September 28, 1999 (the "Escrow Agreement" and, together with the
----------------
Purchase Agreement and Registration Rights Agreement, the "Assigned
--------
Agreements"), between Unilab Finance and HSBC Bank USA, as escrow agent;
WHEREAS, Unilab Finance, pursuant to this Assumption Agreement, desires to
assign all of its right, title and interest to, and liabilities and obligations
under, the Assigned Agreements to Unilab and Unilab desires to assume all of
Unilab Finance's right, title and interest thereto and liabilities and
obligations thereunder; and
WHEREAS, this Assumption Agreement has been duly authorized by all
necessary corporate action on the part of each of Unilab and Unilab Finance.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Unilab and
Unilab Finance mutually covenant and agree:
ARTICLE I
Assignment and Assumption
-------------------------
Section 1.1 Assignment. Unilab Finance hereby grants, assigns, conveys,
----------
sets over and delivers to Unilab and its successors and assigns all of its
right, title and interest to, and liabilities and obligations under, the
Assigned Agreements, to have and hold unto Unilab and its successors and assigns
forever.
Section 1.2 Assumption. In consideration of the assignment made herein to
----------
Unilab, Unilab hereby agrees to assume, pay, perform and observe all covenants,
agreements, liabilities and obligations of Unilab Finance under the Assigned
Agreements. As provided in each of the Assigned Agreements, Unilab Finance
shall be released and discharged from and shall not be responsible to any person
for the discharge or performance of any duty or obligation pursuant to or in
connection with the Assigned Agreements and Unilab shall be substituted in lieu
of Unilab Finance as a party to each of the Assigned Agreements.
Section 1.3 Further Assurances. Each of Unilab Finance and Unilab shall
------------------
execute such additional documents and instruments and take such further action
as may be reasonably required or desirable to carry out the provisions hereof.
ARTICLE II
Miscellaneous
-------------
Section 2.1 Severability. In case any provision in this Assumption
------------
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.2 Governing Law. This Assumption Agreement shall be governed by,
-------------
and construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
2
Section 2.3 Multiple Originals. The parties may sign any number of copies
------------------
of this Assumption Agreement, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Section 2.4 Headings. The Article and Section headings herein are inserted
--------
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.
3
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be duly executed as of the date first written above.
UNILAB CORPORATION
By: /S/ Xxxx X. Xxxx
-------------------------------
Name:
Title:
UNILAB FINANCE CORP.
By: /S/ Xxxxx X. Xxxxxxx, XX
-------------------------------
Name:
Title:
