July 8, 1999
Unilab Corporation
00000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: Merger Agreement
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Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of May 24,
1998 (the "Merger Agreement"), between Unilab Corporation (the "Company") and UC
Acquisition Sub, Inc. ("Merger Sub"). This letter will confirm the agreement of
the Company and Merger Sub that the time period within which Merger Sub is
obligated under Section 1.7(a) of the Merger Agreement to use its reasonable
efforts to convert the Merger (as defined in the Merger Agreement) into an all
cash merger is hereby extended from 45 days after the date of the Merger
Agreement to 60 days after the date of the Merger Agreement.
Please confirm your agreement with the foregoing by signing where indicated
below and returning to Merger Sub a copy of this Agreement.
Very truly yours,
UC ACQUISITION SUB, INC.
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Accepted and Agreed
as of the date first
written above:
UNILAB CORPORATION
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
