REGISTRATION RIGHTS AGREEMENT by and among Quest Diagnostics Incorporated The Subsidiary Guarantors Named Herein, and Banc of America Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley Dated as of October 31, 2005Registration Rights Agreement • November 1st, 2005 • Quest Diagnostics Inc • Services-medical laboratories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2005, by and among Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), each of the Subsidiary Guarantors (as defined below) and Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.125% senior notes due 2010 (the “Initial Notes due 2010”) and the 5.45% senior notes due 2015 (the “Initial Notes due 2015” and, together with the Initial Notes due 2010, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
QUEST DIAGNOSTICS INCORPORATED (a Delaware corporation) $400,000,000 5.125% Senior Notes Due 2010 $500,000,000 5.45% Senior Notes Due 2015 PURCHASE AGREEMENTPurchase Agreement • November 1st, 2005 • Quest Diagnostics Inc • Services-medical laboratories • New York
Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), and each of the Guarantors listed on Schedule C hereto (the “Guarantors”), confirm their respective agreements with Banc of America Securities LLC (“Banc of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”, and together with Banc of America and Merrill Lynch, the “Joint Book-Running Managers”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any Initial Purchaser substituted as hereinafter provided in Section 11 hereof), for whom Banc of America Securities LLC, Merrill Lynch and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth i
QUEST DIAGNOSTICS INCORPORATED, as Issuer THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors and THE BANK OF NEW YORK, as Trustee Sixth Supplemental Indenture Dated as of October 31, 2005Supplemental Indenture • November 1st, 2005 • Quest Diagnostics Inc • Services-medical laboratories • New York
Modifications. Each Subsidiary Guarantor agrees that (a) the time or place of payment of the Guarantor Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (b) the Company and any other party liable for payment under the Indenture or under the Note may be granted indulgences generally; (c) any of the provisions of this Note or the Indenture may be modified, amended or waived; and (d) any party (including any Subsidiary Guarantor) liable for the payment under this Note or under the Indenture may be granted indulgences or be released; all without notice to or further assent by such Subsidiary Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.
