Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") effective as of the 31st day of December,
1999, amends and modifies, at the Company's direction, a certain Rights
Agreement dated as of December 31, 1996 (the "Rights Agreement") between Quest
Diagnostics Incorporated (the "Company") and Xxxxxx Trust and Savings Bank, as
Rights Agent. All terms defined in the Rights Agreement shall have the same
meanings in this Amendment unless otherwise defined.
WHEREAS, on December 8, 1999, the Board of Directors of the Company adopted
a resolution approving the amendment of the Rights Agreement to increase the
exercise price of a Right under Section 7(b) of the Right Agreement from $35 to
$125.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. All terms not defined herein have the meanings set forth in the Rights
Agreement.
2. Section 7(b) of the Rights Agreement is hereby deleted and replaced as
follows:
(b) The Purchase Price for each one one-hundredth of a Preferred
Share purchasable pursuant to the exercise of a Right shall be
One Hundred Twenty-five dollars ($125.00), and shall be subject
to adjustment from time to time as provided in Section 11 or 13
hereof and shall be payable in lawful money of the United States
of America in accordance with paragraph (c) below.
3. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. Except as expressly amended hereby, all the terms and conditions of the
Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
set forth above.
QUEST DIAGNOSTICS INCORPORATED XXXXXX TRUST AND SAVINGS BANK,
Rights Agent
By: By:
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Name: Xxx X. Xxxxxxxxxx, Xx. Name: Xxxxxxx Xxxxxxxx
Title: Vice President and Secretary Title: Assistant Vice President
