Exhibit 10.30
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") effective as of the 18th day of
October, 2000, amends and modifies, at the Company's direction, a certain Rights
Agreement dated as of December 31, 1996, as previously amended (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, Quest Diagnostics Incorporated (the "Corporation") has
previously appointed Xxxxxx Trust and Savings Bank or an affiliate thereof
("Xxxxxx") as Rights Agent under the Rights Agreement; and
WHEREAS, Section 21 of the Rights Agreement headed "Change of Rights
Agent" provides for the appointment of a successor Rights Agent, and sets forth
specified requirements for any such successor Rights Agent; and
Whereas, Xxxxxx wishes to terminate its appointment, as of the
Effective Date stated below, as Rights Agent in light of the transfer of certain
of its operations to Computershare Investor Services, L.L.C., a Delaware limited
liability company, together with its affiliates, ("Computershare"); and
WHEREAS, the Corporation wishes to appoint Computershare as successor
Rights Agent and Computershare consents to such appointment; and
WHEREAS, effective December 8, 1999, the Rights Agreement was amended
to increase the exercise price of a Right under Section 7(b) of the Right
Agreement from $35 to $125; and
WHEREAS, on October 18, 2000, 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 Rights Agreement to from
$125 to $500;
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. The fifth sentence of Section 21 of the Rights Agreement
beginning with "Any successor Rights Agent" and ending with
"surplus of at least $50 million," shall be deleted and replaced
with the following:
Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be: (a) a corporation or trust
company (or similar form of entity under
the laws of any state of the United States or a foreign
jurisdiction) authorized to conduct business under the laws
of the United States or any state of the United States,
which is authorized under such laws to exercise corporate
trust, fiduciary or stockholder services powers and is
subject to supervision or examination by a federal or state
authority and which has, at the time of its appointment as
Rights Agent, a combined capital and surplus of at least
$10,000,000; or (b) an Affiliate controlled by a corporation
described in clause (a) of this sentence.
3. Computershare Investor Services LLC ("Computershare") is hereby
appointed as Successor Rights Agent under the above Rights
Agreement, succeeding Xxxxxx, effective as of the date of this
Amendment ("Effective Date"), to act in accordance with and
pursuant to the terms and conditions of the Rights Agreement.
4. Computershare's execution of this Agreement shall constitute the
acceptance by the Computershare of the agency herein conferred,
and shall evidence its agreement to carry out and perform its
duties under the Rights Agreement in accordance with the
provisions thereof, as previously and hereby amended.
5. Computershare and its affiliates will be entitled to rely and act
upon any written orders or directions regarding the issuance and
delivery of certificates for the above described shares signed by
the Secretary or any Assistant Secretary of the Corporation AND
by one of the following officers:
Chief Executive Officer
President
Chief Operating Officer
Chief Financial Officer
Treasurer
Corporate Controller
General Counsel
or any list, instrument, order, paper, stock certificate,
signature or guarantee believed by Computershare and its
affiliates in good faith to be genuine and to have been signed,
countersigned or executed by any such authorized officers;
6. The Corporation will indemnify and hold Computershare and its
affiliates harmless from all liability, damages, costs, charges
and expenses, including fees and expenses of counsel, which any
of them may incur for any action taken or omitted to be taken in
their reliance as aforesaid or otherwise for any action taken or
omitted to be taken by them in good faith, with due diligence and
without negligence.
7. 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 Five Hundred Dollars ($500.00), 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.
8. 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.
9. Except as expressly amended hereby, all the terms and conditions
of the Rights Agreement, as previously amended, 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 COMPUTERSHARE INVESTOR
SERVICES LLC, Successor Rights Agent
By: By:
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Name: XXX X. XXXXXXXXXX, XX. Name:
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Title: VICE PRESIDENT AND SECRETARY Title:
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XXXXXX TRUST AND SAVINGS BANK
Rights Agent
By:
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Title:
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