FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 19, 2007

Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, NJ 07071
(201) 393-5000

001-12215
(Commission file number)

Delaware
(State of Incorporation)

16-1387862
(I.R.S. Employer Identification Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

          On June 19, 2007, Quest Diagnostics Incorporated (the “Company”) and certain of the Company’s subsidiaries (the “Guarantors”) entered into an underwriting agreement (“the Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated (the “Underwriters”), to sell $375,000,000 aggregate principal amount of the Company’s 6.40% Senior Notes due 2017 (the “Notes due 2017”) and $425,000,000 aggregate principal amount of the Company’s 6.95% Senior Notes due 2037 (the “Notes due 2037” and, together with the Notes due 2017, the “Notes”) and the guarantees of the Notes (the “Guarantees”) in an offering registered pursuant to the Securities Act of 1933, as amended. The Company completed the sale of the Notes to the Underwriters on June 22, 2007 with net proceeds to the Company of $788,300,000. The Underwriting Agreement contains customary terms and conditions.

          The Company will pay interest on the Notes on July 1 and January 1 of each year, beginning on January 1, 2008. The Notes due 2017 will mature on July 1, 2017. The Notes due 2037 will mature on July 1, 2037. The Notes are senior unsecured obligations of the Company and will rank equally with the Company’s other and future senior unsecured obligations. Each Guarantee will be a senior unsecured obligation of the Guarantor issuing such Guarantee and will rank equally with other existing and future senior unsecured obligations of such Guarantor. The Company may redeem some or all of the Notes of each series, at any time, at applicable redemption prices. The Notes will not be entitled to the benefit of any sinking fund.

          The Notes were issued pursuant to an indenture dated as of June 27, 2001 among the Company, the guarantors (as defined therein) and The Bank of New York, as trustee (the “Trustee”), as supplemented by the first through ninth supplemental indentures of various dates, among the Company, the Trustee, and the subsidiary guarantors party thereto and further supplemented by a tenth supplemental indenture dated June 22, 2007 (collectively, the “Indenture”) among the Company, the subsidiary guarantors party thereto and the Trustee. The Indenture contains covenants that, among other things, will limit the ability of the Company and the Guarantors to create certain liens; enter into certain sale and leaseback transactions; consolidate; merge or transfer all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries on a consolidated basis; incur indebtedness of non-guarantor subsidiaries; and make restricted payments to certain non-guarantor subsidiaries. The Indenture provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. In addition, the Company may redeem the Notes at any time at the redemption prices described in the Notes.

          Effective as of June 22, 2007, the Company and certain subsidiaries of the Company acquired in the HemoCue and AmeriPath acquisitions (the “Additional Subsidiaries”), and the Trustee entered into the eleventh supplemental indenture to the Indenture. The eleventh supplemental indenture supplements the Indenture and adds the Additional Subsidiaries as Additional Subsidiary Guarantors to the outstanding notes previously issued under the Indenture with the same force and effect as if originally named as Subsidiary Guarantors.

          Effective as of June 25, 2007, the Company, MedPlus, Inc. (“MedPlus”), AmeriPath Group Holdings, Inc., AmeriPath Holdings, Inc. and AmeriPath Intermediate Holdings, Inc.

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(collectively, “AmeriPath Holding Companies”) and the Trustee, entered into the twelfth supplemental indenture to the Indenture. The twelfth supplemental indenture supplements the Indenture and adds MedPlus as an Additional Subsidiary Guarantor with respect to the Company’s Notes due 2017 and Notes due 2037; and adds the AmeriPath Holding Companies as Additional Subsidiary Guarantors to all outstanding notes issued under the Indenture with the same force and effect as if originally named as Subsidiary Guarantors. As a result of a previous supplemental indenture, MedPlus was already an Additional Subsidiary Guarantor with respect to the outstanding notes previously issued under the Indenture.

          After giving effect to the tenth, eleventh and twelfth supplemental indentures, all of the outstanding notes issued by the Company pursuant to the Indenture, as well as the Company’s borrowings under its bank credit facility will have been guaranteed by the same subsidiaries of the Company.

          The foregoing descriptions of the Underwriting Agreement and the Indenture do not purport to be complete and are qualified in their entirety by reference to the text of the applicable agreement, each of which is included as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

          The information under Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events

          On June 19, 2007, Quest Diagnostics Incorporated issued a press release announcing the completion of the tender offer to purchase any and all outstanding 10½% Senior Subordinated Notes due 2013 of AmeriPath, Inc. As of the expiration date, approximately $348 million in aggregate principal amount, or 99.4% of the $350 million outstanding Notes, were validly tendered and not withdrawn. A copy of such press release is furnished herewith as Exhibit 99.1, attached hereto.

Item 9.01. Financial Statements and Exhibits

 

 

c.

Exhibits


 

 

 

 

4.1

Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and the Trustee (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference)

 

 

 

 

4.2

First Supplemental Indenture, dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and the Trustee to the Indenture referred to in Exhibit 4.1 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference)

 

 

 

 

4.3

Second Supplemental Indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors, and the Trustee to the Indenture referred to in Exhibit 4.1 (filed as an Exhibit to the Company’s current report on Form 8-K

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(Date of Report: November 26, 2001) and incorporated herein by reference)

 

 

 

 

4.4

Third Supplemental Indenture, dated as of April 4, 2002, among the Company, the Additional Subsidiary Guarantors, and the Trustee to the Indenture referred to in Exhibit 4.1 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: April 1, 2002) and incorporated herein by reference)

 

 

 

 

4.5

Fourth Supplemental Indenture dated as of March 19, 2003, among Unilab Corporation (f/k/a Quest Diagnostics Newco Incorporated), the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference)

 

 

 

 

4.6

Fifth Supplemental Indenture dated as of April 16, 2004, among Unilab Acquisition Corporation (d/b/a FNA Clinics of America), Quest Diagnostics Incorporated, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference)

 

 

 

 

4.7

Sixth Supplemental Indenture dated as of October 31, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: October 31, 2005) and incorporated herein by reference)

 

 

 

 

4.8

Seventh Supplemental Indenture dated as of November 21, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed) as an Exhibit to the Company’s current report on Form 8-K (Date of Report: November 21, 2005) and incorporated herein by reference)

 

 

 

 

4.9

Eighth Supplemental Indenture dated as of July 31, 2006, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: July 31, 2006) and incorporated herein by reference)

 

 

 

 

4.10

Ninth Supplemental Indenture dated as of September 30, 2006, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: September 30, 2006) and incorporated herein by reference)

 

 

 

 

4.11

Tenth Supplemental Indenture, dated as of June 22, 2007 among the Company, the guarantors named therein and The Bank of New York, as trustee

 

 

 

 

4.12

Form of the Company’s 6.40% Senior Note due 2017, including the form of guarantee endorsed thereon (incorporated by reference to Exhibit A to Exhibit 4.11 hereof)

 

 

 

 

4.13

Form of the Company’s 6.95% Senior Note due 2037, including the form of

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guarantee endorsed thereon (incorporated by reference to Exhibit B to Exhibit 4.11 hereof)

 

 

 

 

4.14

Eleventh Supplemental Indenture, dated as of June 22, 2007 among the Company, the guarantors named therein and The Bank of New York, as trustee

 

 

 

 

4.15

Twelfth Supplemental Indenture, dated as of June 22, 2007 among the Company, the guarantors named therein and The Bank of New York, as trustee

 

 

 

 

10.1

Underwriting Agreement, dated June 19, 2007, among the Company, the Guarantors named therein and the Initial Purchasers

 

 

 

 

99.1

Press release, dated June 19, 2007, issued by Quest Diagnostics Incorporated announcing the completion of a tender offer to purchase any and all outstanding 10½% Senior Subordinated Notes due 2013 of AmeriPath, Inc.

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Signature

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

June 25, 2007

 

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

By: /s/ 

Leo C. Farrenkopf, Jr.

 

 

 

 

 

Leo C. Farrenkopf, Jr.

 

 

Vice President and Secretary

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Exhibit 4.11

 

QUEST DIAGNOSTICS INCORPORATED,

as Issuer

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

as Subsidiary Guarantors

and

THE BANK OF NEW YORK,

as Trustee

Tenth Supplemental Indenture

Dated as of June 22, 2007

 


TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

ARTICLE I. DEFINITIONS

 

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SECTION 1.1. Certain Terms Defined in the Indenture

 

7

 

 

 

 

 

SECTION 1.2. Definitions

 

7

 

 

 

 

ARTICLE II. FORM AND TERMS OF THE NOTES

 

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SECTION 2.1. Form and Dating

 

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SECTION 2.2. Terms of the Notes

 

22

 

 

 

 

 

SECTION 2.3 Application of the Terms of the Second Supplemental Indenture

 

22

 

 

 

 

 

SECTION 2.4. Application of the Article of the Indenture Regarding Guarantees

 

22

 

 

 

 

 

SECTION 2.5. Application of the Article of the Indenture Regarding Redemption of Securities

 

22

 

 

 

 

 

SECTION 2.6. Application of the Article of the Indenture Relating to a Sinking Fund

 

22

 

 

 

 

 

SECTION 2.7. Additional Events of Default

 

22

 

 

 

 

 

SECTION 2.8. Application of the Article of the Indenture Regarding Defeasance and Covenant Defeasance

 

22

 

 

 

 

 

SECTION 2.9. Application of the Article of the Indenture Regarding Repayment at the Option of Holders

 

22

 

 

 

 

 

SECTION 2.10. Limitation on Restricted Payments to Certain Non-Guarantor Subsidiaries

 

22

 

 

 

 

 

SECTION 2.11. Limitations on Subsidiary Indebtedness and Preferred Stock

 

22

 

 

 

 

 

SECTION 2.12. Repurchase of Notes Upon a Change of Control

 

22

 

 

 

 

ARTICLE III. MISCELLANEOUS

 

22

 

 

 

 

SECTION 3.1. Governing Law

 

22

 

 

 

 

 

SECTION 3.2. Separability

 

22

 

 

 

 

 

SECTION 3.3. Counterparts

 

22

 

 

 

 

 

SECTION 3.4. Ratification

 

22

 

 

 

 

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SECTION 3.5. Effectiveness

 

22

 

 

 

 

EXHIBIT A— Form of 6.40% Senior Note due 2017

 

A-1

 

 

 

EXHIBIT B— Form of 6.95% Senior Note due 2037

 

B-1

 

 

 

EXHIBIT C—Form of Additional Subsidiary Guarantee

 

C-1

 

 

 

EXHIBIT D—Form of Certificate of Transfer

 

D-1

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TENTH SUPPLEMENTAL INDENTURE

                    SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of June 22, 2007 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”), and the subsidiary guarantors party hereto.

RECITALS OF THE COMPANY

                    WHEREAS, the Company, the Trustee and the Initial Subsidiary Guarantors executed and delivered an Indenture, dated as of June 27, 2001 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 27, 2001 ( the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture, dated as of November 26, 2001 (the “Second Supplemental Indenture”), as further supplemented by the Third Supplemental Indenture, dated as of April 4, 2002 (the “Third Supplemental Indenture”), as further supplemented by the Fourth Supplemental Indenture, dated as of March 19, 2003 (the “Fourth Supplemental Indenture”), as further supplemented by the Fifth Supplemental Indenture, dated as of April 16, 2004 (the “Fifth Supplemental Indenture”), as further supplemented by the Sixth Supplemental Indenture, dated as of October 31, 2005 (the “Sixth Supplemental Indenture”), as further supplemented by the Seventh Supplemental Indenture, dated as of November 21, 2005 (the “Seventh Supplemental Indenture”), as further supplemented by the Eighth Supplemental Indenture, dated as of July 31, 2006 (the “Eighth Supplemental Indenture”), as supplemented by a Ninth Supplemental Indenture, dated as of September 30, 2006 (the “Ninth Supplemental Indenture”), and as further supplemented by this Tenth Supplemental Indenture ( the “Tenth Supplemental Indenture” and, collectively, the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

                    WHEREAS, the issuance and sale of $375,000,000 aggregate principal amount of a new series of the Company’s 6.40% Senior Notes due July 1, 2017 guaranteed by the Subsidiary Guarantors (the “Notes due 2017”) and $425,000,000 aggregate principal amount of a new series of the Company’s 6.95% Senior Notes due July 1, 2037 guaranteed by the Subsidiary Guarantors (the “Notes due 2037”, and together with the Notes due 2017, the “Notes”) have been authorized by resolutions adopted by the Board of Directors of the Company and the Subsidiary Guarantors;

                    WHEREAS, the Company desires to issue and sell $800,000,000 aggregate principal amount of the Notes on the date hereof;

                    WHEREAS, Sections 901(7) and 901(9) of the Indenture provide that without the consent of the Holders of the Securities of any series issued under the Indenture, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company) and (b) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or make any other provisions with respect to matters or questions arising under the Base Indenture;

                    WHEREAS, the Company and the Subsidiary Guarantors desire to (a) establish the form and terms of the Notes and (b) provide whether certain Articles of the Indenture will apply to all series of Securities, including the Notes (except as may be provided in a Future Supplemental Indenture);

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                    WHEREAS, all things necessary to make this Tenth Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;

                    NOW, THEREFORE, for and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the parties hereto herby enter into this Tenth Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I.

DEFINITIONS

                    SECTION 1.1. Certain Terms Defined in the Indenture .

                    All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended hereby, other than such terms as are defined in the Second Supplemental Indenture.

                    SECTION 1.2. Definitions .

                    Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes, Section 101 of the Indenture shall be amended by adding the following new definitions:

          “Capital Stock” means, with respect to any Person, any and all shares or common stock or Preferred Stock.

          “Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)(other than the Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act)(other than the Company or one of its subsidiaries); or (3) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

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          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

          “Existing Receivables Credit Facility” means the receivables-backed financing transaction pursuant to (1) the Second Amended and Restated Receivables Sales Agreement, dated as of April 20, 2004, among the Company and each of its direct and indirect wholly owned Subsidiaries that is a seller thereunder, and Quest Diagnostics Receivables Inc., as the buyer, (2) the Third Amended and Restated Credit and Security Agreement, dated as of April 20, 2004, as amended, among Quest Diagnostics Receivables Inc., as borrower, the Company, as initial servicer, each of the lenders from time to time party thereto, and Wachovia Bank, N.A., as administrative agent, and (3) the various related ancillary documents.

          “Fitch” means Fitch Ratings.

          “Global Notes” means, individually and collectively, each of Global Notes, substantially in the form of Exhibits A and B.

          “Global Notes Legend” means the legend set forth in Section 204 to be placed on all Global Notes issued under this Indenture.

          “Initial Subsidiary Guarantors” means each of American Medical Laboratories Incorporated, AmeriPath Consolidated Labs, Inc., AmeriPath Florida, LLC, AmeriPath Hospital Services Florida, LLC, AmeriPath Indiana, LLC, AmeriPath Kentucky, Inc., AmeriPath Marketing USA, Inc., AmeriPath Michigan, Inc., AmeriPath Mississippi, Inc., AmeriPath New York, LLC, AmeriPath North Carolina, Inc., AmeriPath Ohio, Inc., AmeriPath Pennsylvania, LLC, AmeriPath Philadelphia, Inc., AmeriPath SC, Inc., AmeriPath Texas, LP, AmeriPath Wisconsin, LLC, AmeriPath Youngstown Labs, Inc., AmeriPath, Inc., AmeriPath, LLC, AML Inc., Anatomic Pathology Services, Inc., API No. 2, LLC, APL Properties Limited Liability Company, Arizona Pathology Group, Inc., Central Plains Holdings, Inc., Central Plains Laboratories, LLC, Dermatopathology Services, Inc., Diagnostic Pathology Management Services, LLC, Diagnostic Reference Services Inc., DPD Holdings, Inc., Enterix Inc., ExamOne World Wide of NJ, Inc., ExamOne World Wide, Inc., FNA Clinics of America, Inc. (f/k/a Unilab Acquisition Corporation), Focus Diagnostics, Inc., Focus Technologies Holding Company, HemoCue, Inc., Kailash B. Sharma, M.D., Inc., LabOne of Ohio, Inc., LabOne, Inc., MetWest Inc., Nichols Institute Diagnostics, Ocmulgee Medical Pathology Association, Inc., O’Quinn Medical Pathology Association, LLC, Osborn Group Inc., Pathology Building Partnership, PCA of Denver, Inc., PCA of Nashville, Inc., Peter G. Klacsmann, M.D., Inc., Quest Diagnostics Clinical Laboratories, Inc., Quest Diagnostics Finance Incorporated, Quest Diagnostics Holdings Incorporated, Quest Diagnostics Incorporated (MD), Quest Diagnostics Incorporated (MI), Quest Diagnostics Incorporated (NV), Quest Diagnostics Investments Incorporated, Quest Diagnostics LLC (CT), Quest Diagnostics LLC (IL), Quest Diagnostics LLC (MA), Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated (CA)), Quest Diagnostics Nichols Institute, Inc., Quest Diagnostics of Pennsylvania Inc., Regional Pathology Consultants, LLC, Rocky Mountain Pathology, LLC, Sharon G. Daspit, M.D., Inc., Shoals Pathology Associates, Inc., Specialty Laboratories, Inc., Strigen, Inc., Systematic Business Services, Inc., TID Acquisition Corp., Unilab Corporation.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or Rating Agencies selected by the Company.

          “Moody’s” means Moody’s Investors Service, Inc.

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          “Rating Agencies” means (1) each of Moody’s and S&P and Fitch, to the extent Fitch makes a rating of the Notes publicly available; and (2) if any of Moody’s and S&P or Fitch, to the extent Fitch makes a rating of the Notes publicly available, ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors of the Company) as a replacement agency for Moody’s or S&P or Fitch (if applicable) or all of them, as the case may be.

          “Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the intention of the Company to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request or the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event.).

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

          “Specified Subsidiaries” means AmeriPath Group Holdings, Inc., AmeriPath Holdings, Inc., AmeriPath Intermediate Holdings, Inc., and MedPlus, Inc.

          “Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

ARTICLE II.

FORM AND TERMS OF THE NOTES

                    SECTION 2.1. Form and Dating .

                    The Notes due 2017, the applicable Subsidiary Guarantees and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes due 2037, the applicable Subsidiary Guarantees and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B attached hereto. The Notes shall be executed on behalf of the Company by its Chief Executive Officer, the Chief Financial Officer, the Controller or the Treasurer, and the Secretary, under its corporate seal reproduced thereon. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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                    The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

 

 

 

          (a) Global Notes. The Global Notes of each series designated herein shall be issued initially in the form of one or more fully registered global notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository Trust Company, New York, New York (the “Depository”) and registered in the name of Cede & Co., the Depository’s nominee, duly executed by the Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of outstanding Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

 

 

 

          The Global Notes may not be transferred except by the Depository, in whole and not in part, to another nominee of the Depository or to a successor of the Depository or its nominee. If at any time the Depository for the Notes notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Notes and a successor Depository for the Global Notes is not appointed by the Company within 90 days after delivery of such notice, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order, for authentication, authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Note.

 

 

 

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to the Global Notes deposited with or on behalf of the Depository.

 

 

 

          The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver the Global Notes that shall be registered in the name of the Depository or the nominee of the Depository and shall be delivered by the Trustee to the Depository or pursuant to the Depository’s instructions.

 

 

 

          Depository Participants shall have no rights either under this Indenture or with respect to any Global Notes held on their behalf by the Depository or under such Global Notes. The Depository shall be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Note for all purposes under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and the Depository Participants, the operation of customary practices of such Depository governing the exercise of the rights of an owner of a beneficial interest in the Global Notes.

 

 

 

          (c) Definitive Notes. Notes issued in certificated form shall be substantially in the form of Exhibit A or Exhibit B, as applicable, attached hereto, but without including the text referred to therein as applying only to Global Notes. Except as provided above in subsection (a), owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of certificated Notes.

 

 

 

          (d) Transfer and Exchange of the Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with this Indenture and the procedures of the Depository therefor. Beneficial interests in the Global Notes

5


 

 

 

may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes.

 

 

 

          (e) Paying Agent. The Company appoints The Bank of New York as agent of the Company for the payment of the principal of (and premium, if any) and interest on the Notes; and that the Corporate Trust Office of The Bank of New York in the Borough of Manhattan, the City of New York, be and hereby is, designated as the office or agency in the Borough of Manhattan where the Notes may be presented for payment and where notices to or demands upon the Corporation in respect of the Notes and the Indenture pursuant to which the Notes are to be issued may be served.

 

 

 

          SECTION 2.2. Terms of the Notes .

 

 

 

          The following terms relating to the Notes are hereby established:

 

 

 

                    (a) The Notes due 2017 shall constitute a series of Securities having the title “Senior Notes due 2017” and the Notes due 2037 shall constitute a separate series of Securities having the title “Senior Notes due 2037.”

 

 

 

                    (b) The aggregate principal amount of the Notes due 2017 that may be initially authenticated and delivered under the Indenture (except for Notes due 2017 authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes due 2017 pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture) shall be $375,000,000. The aggregate principal amount of the Notes due 2037 that may be initially authenticated and delivered under the Indenture (except for Notes due 2037 authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes due 2037 pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture) shall be $425,000,000. The Company may from time to time, without the consent of the Holders of Notes of either series, issue additional Notes (in any such case “Additional Notes”) of either series having the same ranking and the same interest rate, maturity and other terms as the Notes of that series. Any additional Notes of a series and the existing Notes of that series will constitute a single series under the Indenture and all references to the relevant Notes shall include the Additional Notes unless the context otherwise requires.

 

 

 

                    (c) The entire outstanding principal of the Notes due 2017 shall be payable on July 1, 2017,and the entire outstanding principal of the Notes due 2037 shall be payable on July 1, 2037.

 

 

 

                    (d) The rate at which the Notes due 2017 shall bear interest shall be 6.40% per annum and the rate at which the Notes due 2037 shall bear interest shall be 6.95% per annum; the date from which interest shall accrue on the Notes shall be June 22, 2007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be July 1 and January 1 of each year, beginning January 1, 2008; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be June 15 or December 15, as the case may be, next preceding such Interest Payment Date. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the respective Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted

6


 

 

 

Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however , that each installment of interest and principal on this Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.

 

 

 

                    (e) Each of the Notes due 2017 and the Notes due 2037 shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global Notes shall be the Depository Trust Company, New York, New York.

 

 

 

                    (f) The Redemption Amount of Basis Points applicable to the Notes used to calculate the Redemption Price pursuant to Section 1108 of the Indenture shall be 25 basis points for the Senior Notes due 2017, and 30 basis points for the Senior Notes due 2037.

 

 

 

                    (g) Each of the Notes due 2017 and the Notes due 2037 shall be guaranteed by the Initial Subsidiary Guarantors in accordance with Article Sixteen of the Indenture.

                    SECTION 2.3 Application of the Terms of the Second Supplemental Indenture .

                    All provisions of the Second Supplemental Indenture, unless otherwise expressly referred to herein, shall not apply to the Notes and shall not form a part of this Indenture.

                    SECTION 2.4. Application of the Article of the Indenture Regarding Guarantees .

                    Except as may be provided in a Future Supplemental Indenture, the provisions of Article Sixteen of the Indenture, as amended, shall apply to the Notes; provided, however, for the avoidance of doubt, that the Specified Subsidiaries shall not be subject to the provisions of Article Sixteen of the Indenture until such time, if any, that the Specified Subsidiaries become Subsidiary Guarantors.

                    SECTION 2.5. Application of the Article of the Indenture Regarding Redemption of Securities .

                    Except as may be provided in a Future Supplemental Indenture, the provisions of Article Eleven of the Indenture, as amended, shall apply to the Notes.

                    SECTION 2.6. Application of the Article of the Indenture Relating to a Sinking Fund .

                    Except as may be provided in a Future Supplemental Indenture, none of the Notes shall be entitled to the benefit of any sinking fund, and the provisions of the Indenture relating to a sinking fund, including Article Twelve and Subsection (3) of Section 501 of the Indenture, shall not apply to any of the Notes.

7

                    SECTION 2.7. Additional Events of Default .

                    Except as may be provided by a Future Supplemental Indenture, for the benefit of the holders of the Notes, Section 501(7)(A) of the Indenture shall be amended by deleting the words “$100 million” in the second line thereof and, in their place, adding the words “$200 million;” and Section 501(7)(B) of the Indenture shall be amended by deleting the words “$100 million” in the sixth line thereof and, in their place, adding the words “$200 million”.

                    SECTION 2.8. Application of the Article of the Indenture Regarding Defeasance and Covenant Defeasance .

                    Except as may be provided by a Future Supplemental Indenture, the provisions of Article Fourteen of the Indenture, including the provisions relating to defeasance and covenant defeasance of the Securities under Sections 1402 and 1403, respectively, of the Indenture shall apply to the Notes.

                    SECTION 2.9. Application of the Article of the Indenture Regarding Repayment at the Option of Holders .

                    Except as may be provided by a Future Supplemental Indenture, the provisions of Article Thirteen of the Indenture shall not apply to the Notes.

                    SECTION 2.10. Limitation on Restricted Payments to Certain Non-Guarantor Subsidiaries .

                    Except as may be provided by a Future Supplemental Indenture, for the benefit of holders of the Notes, a new Section 1012 shall be added to the Indenture as follows:

                    Section 1012 Limitation on Restricted Payments to Certain Non-Guarantor Subsidiaries.

                    The Company shall not, and shall not permit any Subsidiary to:

 

 

 

          (1) declare or pay any dividend or make any distribution to the Specified Subsidiaries on or in respect of its Capital Stock,

 

 

 

           (2) purchase, redeem, retire or otherwise acquire for value from the Specified Subsidiaries any of its Capital Stock, or

 

 

 

          (3) purchase or otherwise acquire any assets, or purchase or otherwise acquire, redeem, retire or repay any Indebtedness of the Specified Subsidiaries, or

 

 

 

          (4) make any investment in or make any loan to or transfer any assets to any of the Specified Subsidiaries.

 

 

 

          This Section 1012 shall permanently cease to be in effect when each of the Specified Subsidiaries becomes a Subsidiary Guarantor.

8

                    SECTION 2.11. Limitations on Subsidiary Indebtedness and Preferred Stock .

                    Except as may be provided by a Future Supplemental Indenture, for the benefit of the holders of the Notes, Section 1011 of the Indenture shall be amended by adding a new subsection 1011(k) as follows:

 

 

 

          (k) any guarantee of Indebtedness of the Company by the Specified Subsidiaries or any other Subsidiary of the Company in anticipation of such Subsidiary becoming a Subsidiary Guarantor pursuant to Article Sixteen of the Indenture.

                    SECTION 2.12. Repurchase of Notes Upon a Change of Control .

                    Except as may be provided by a Future Supplemental Indenture, for the benefit of the holders of the Notes, a new Section 315 shall be added to the Indenture as follows:

                    Section 315 Repurchase of Notes Upon a Change of Control.

 

 

 

          (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described in Section 1108, the Company shall make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to holders of Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

 

 

 

          (b) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control provisions of the Notes, The Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of any such conflict.

 

 

 

          (c) On the Change of Control Payment Date, the Company shall, to the extent lawful:

9


 

 

 

 

 

          (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 

 

 

 

 

          (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

 

 

 

 

 

          (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

 

 

 

 

          (d) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

ARTICLE III.

MISCELLANEOUS

                    SECTION 3.1. Governing Law .

                    This Tenth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. This Tenth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

                    SECTION 3.2. Separability .

                    In case any provision in this Tenth Supplemental Indenture or in any Securities, including the Notes, 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 3.3. Counterparts .

                    This Tenth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.

                    SECTION 3.4. Ratification .

                    The Base Indenture, as supplemented and amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental

10

Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and this Tenth Supplemental Indenture is in all respects ratified and confirmed. The Base Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and this Tenth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Tenth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Tenth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Tenth Supplemental Indenture.

                    SECTION 3.5. Effectiveness .

                    The provisions of this Tenth Supplemental Indenture shall become effective as of the date hereof.

[Remainder of page intentionally left blank.]

11

                    IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.

 

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

By: 

/s/

  Robert A. Hagemann

 

 

 

 

     Name:

  Robert A. Hagemann

 

 

     Title:

  Senior Vice President and

 

 

 

  Chief Financial Officer

12


 

 

 

QUEST DIAGNOSTICS HOLDINGS INCORPORATED

 

QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE

 

QUEST DIAGNOSTICS INCORPORATED (NV)

 

QUEST DIAGNOSTICS INCORPORATED (MD)

 

QUEST DIAGNOSTICS LLC (IL)

 

QUEST DIAGNOSTICS LLC (CT)

 

QUEST DIAGNOSTICS LLC (MA)

 

QUEST DIAGNOSTICS INCORPORATED (MI)

 

QUEST DIAGNOSTICS OF PENNSYLVANIA INC.

 

AML INC.

 

AMERICAN MEDICAL LABORATORIES INCORPORATED

 

APL PROPERTIES LIMITED LIABILITY COMPANY

 

METWEST INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.

 

DPD HOLDINGS, INC.

 

DIAGNOSTIC REFERENCE SERVICES INC.

 

PATHOLOGY BUILDING PARTNERSHIP

 

UNILAB CORPORATION

 

FNA CLINICS OF AMERICA, INC.

 

LABONE, INC

 

EXAMONE WORLD WIDE, INC.

 

EXAMONE WORLD WIDE OF NJ, INC.

 

CENTRAL PLAINS HOLDINGS, INC.

 

CENTRAL PLAINS LABORATORIES, LLC

 

LABONE OF OHIO, INC.

 

OSBORN GROUP INC.

 

SYSTEMATIC BUSINESS SERVICES, INC.


 

 

 

 

 

By:

/s/

  Robert A. Hagemann

 

 

 

 

         Name:

  Robert A. Hagemann

 

 

         Title:

  Vice President

13


 

 

 

 

 

NICHOLS INSTITUTE DIAGNOSTICS

 

 

 

 

By: 

/s/

  Robert A. Hagemann

 

 

 

 

         Name:

  Robert A. Hagemann

 

 

         Title:

  Vice President

14


 

 

 

 

 

FOCUS TECHNOLOGIES HOLDING COMPANY

 

FOCUS DIAGNOSTICS, INC.

 

 

 

By:

/s/

  Robert A. Hagemann

 

 

 

 

          Name:

  Robert A. Hagemann

 

 

          Title:

  Vice President

15


 

 

 

AMERIPATH, INC.

 

AMERIPATH CONSOLIDATED LABS, INC.

 

AMERIPATH FLORIDA, LLC

 

AMERIPATH HOSPITAL SERVICES FLORIDA, LLC

 

AMERIPATH INDIANA, LLC

 

AMERIPATH KENTUCKY, INC.

 

AMERIPATH MARKETING USA, INC.

 

AMERIPATH MICHIGAN, INC.

 

AMERIPATH MISSISSIPPI. INC.

 

AMERIPATH NEW YORK, LLC

 

AMERIPATH NORTH CAROLINA, INC.

 

AMERIPATH OHIO, INC.

 

AMERIPATH PENNSYLVANIA, LLC

 

AMERIPATH PHILADELPHIA, INC.

 

AMERIPATH SC, INC.

 

AMERIPATH TEXAS, LP.

 

AMERIPATH YOUNGSTOWN LABS, INC.

 

AMERIPATH WISCONSIN, LLC

 

AMERIPATH, LLC

 

API NO. 2, LLC

 

ANATOMIC PATHOLOGY SERVICES, INC.

 

ARIZONA PATHOLOGY GROUP, INC.

 

DERMATOPATHOLOGY SERVICES, INC.

 

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

 

KAILASH B. SHARMA, M.D., INC.

 

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION INC.

 

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

 

PCA OF DENVER, INC.

 

PCA OF NASHVILLE, INC.

 

PETER G. KLACSMANN M.D., INC.

 

REGIONAL PATHOLOGY CONSULTANTS, LLC

 

ROCKY MOUNTAIN PATHOLOGY, LLC

 

SHARON G. DASPIT, M.D., INC.

 

SHOALS PATHOLOGY ASSOCIATES, INC.

 

SPECIALTY LABORATORIES, INC.

 

STRIGEN, INC.

 

TID ACQUISITION CORP.


 

 

 

 

 

By:

/s/

  Robert A. Hagemann

 

 

 

 

          Name:

  Robert A. Hagemann

 

 

          Title:

  Vice President

16


 

 

 

 

 

ENTERIX INC.

 

HEMOCUE, INC.

 

 

 

By: 

/s/

  Robert A. Hagemann

 

 

 

 

          Name:

  Robert A. Hagemann

 

 

          Title:

  Vice President

17


 

 

 

 

 

QUEST DIAGNOSTICS INVESTMENTS INCORPORATED

 

QUEST DIAGNOSTICS FINANCE INCORPORATED

 

 

 

By: 

/s/

  Stephen A. Calamari

 

 

 

 

          Name:

  Stephen A. Calamari

 

 

          Title:

  Treasurer

18


 

 

 

 

 

THE BANK OF NEW YORK,

 

 

         as Trustee

 

 

 

 

By: 

    /s/ Robert A. Massimillo

 

 

 

 

         Name:

  Robert A. Massimillo

 

 

         Title:

  Vice President

19

EXHIBIT A

Form of 6.40% Senior Note due 2017

                    [ The following legends apply only if the Note is a Global Note:

                    THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-1

QUEST DIAGNOSTICS INCORPORATED

6.40% Senior Note due 2017

Unconditionally guaranteed as to payment of
principal of and interest by
the Subsidiary Guarantors

 

 

No. 0 (Specimen)

$375,000,000

CUSIP: 74834L AM2

                    Quest Diagnostics Incorporated, a Delaware corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $375,000,000 on July 1, 2017 (the “Stated Maturity”) (except to the extent redeemed or repaid prior to the Stated Maturity) and to pay interest thereon from June 22, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually at the rate of 6.40% per annum, on July 1 and January 1, commencing with January 1, 2008, on the Stated Maturity and on any Redemption Date (each such date, an “Interest Payment Date”) until the principal hereof is paid or made available for payment.

                     Payment of Interest . The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on June 15 or December 15 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

                     Place of Payment . Payment of interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however , that each installment of interest and payment of principal on this Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States. Payment of the principal of this Note on the Stated Maturity will be made against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

                     Time of Payment . In any case where any Interest Payment Date, Redemption Date, Stated Maturity shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at

A-2

Stated Maturity; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, or Stated Maturity, as the case may be.

                     Legends . The statements set forth in the restrictive legends above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

                     General . This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued in one or more series under an indenture, dated as of June 27, 2001 (the “Base Indenture”), between the Company and The Bank of New York, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to a series of which this Note is a part), to which Base Indenture and all indentures supplemental thereto, including the supplemental indenture dated June 22, 2007 (the “Supplemental Indenture”), reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “6.40% Senior Notes due 2017” (collectively, the “Notes”), initially limited in aggregate principal amount to $375,000,000.

                     Further Issuance . The Company may from time to time, without the consent of the Holders of Notes of this series, issue additional Notes (the “Additional Notes”) of this series having the same ranking and the same interest rate, maturity and other terms as the Notes of this series. Any Additional Notes of this series and the Notes of this series will constitute a single series under the Indenture and all references to the Notes of this series shall include the Additional Notes unless the context otherwise requires.

                    [ The following paragraph applies only if the Note is a Global Note:

                     Book-Entry . This Note is a Global Note representing $375,000,000 of the Notes. This Note is a “book entry” Note and is being registered in the name of Cede & Co. as nominee of The Depository Trust Company (the “Depository “), a clearing agency. Subject to the terms of the Indenture, this Note will be held by a clearing agency or its nominee, and beneficial interest will be held by beneficial owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As long as this Note is registered in the name of the Depository or its nominee, the Trustee will make payments of principal and interest on this Note by wire transfer of immediately available funds to the Depository or its nominee. Notwithstanding the above, the final payment on this Note will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Note at its Corporate Trust Office or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture.]

                     Guarantees . This Note is entitled to the benefits of the Subsidiary Guarantees by each of the Subsidiary Guarantors of the due and punctual payment and performance of the Guarantor Obligations made in favor of the Trustee for the benefit of the Holder of this Note. Reference is hereby made to Article Sixteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of each of the Guarantors.

                     Events of Default . If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

A-3

                     Maturity . The Notes of this series are not subject to any sinking fund. The Notes of this series will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ prior notice, on any date prior to their maturity at a Redemption Price, calculated pursuant to the Indenture, together with accrued interest thereon, if any, to the Redemption Date (subject to the rights of holders of record on the Regular Record Date that is prior to the Redemption Date to receive interest on the relevant Interest Payment Date). In the case of any partial redemption, selection of the Notes of this series for redemption will be made by the Trustee by such methods, as the Trustee in its sole discretion shall deem fair and appropriate. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of this Note.

                     Redemption upon a Change of Control Triggering Event . Upon the occurrence of a Change of Control Triggering Event, the Company shall be required to make an offer to repurchase the Notes on the terms set forth in the Indenture.

                     Defeasance and Covenant Defeasance . The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

                     Modification and Waivers; Obligations of the Company Absolute . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of each series affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

                    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

                     Limitation on Suits . As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceedings as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Notes of this series a direction inconsistent with such request and shall have failed to institute such proceeding within

A-4

60 days; provided , however , that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest on this Note on or after the respective due dates expressed herein.

                     Authorized Denominations . The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

                     Registration of Transfer or Exchange . As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

                    As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.

                    [ The following paragraph applies only if the Note is a Global Note:

                     This Note is a Global Security . If the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing, the Company will issue Securities in certificated form in exchange for each Global Security. In addition, the Company may at any time determine not to have Securities represented by a Global Security and, in such event, will issue Securities in certificated form in exchange in whole for the Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.

                    No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

                    Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.]

                     Defined Terms . All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

                     Governing Law . This Note shall be governed by and construed in accordance with the law of the State of New York.

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                    Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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                    IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: June 22, 2007

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

By:

 

 

 

Name:

Attest:

Title:


 

 

 

By:

 

 

 

 

Name:

 

Title:

 

A-7

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                    This is one of the Notes of the series designated and referred to in the within-mentioned Indenture, as such is supplemented by the within-mentioned Tenth Supplemental Indenture.

 

 

 

 

THE BANK OF NEW YORK

 

as Trustee

 

 

 

 

By:

 

 

 

Vice President

 

Authorized Signatory

Dated: June 22, 2007

A-8

GUARANTEE OF THE SUBSIDIARY GUARANTORS

                    FOR VALUE RECEIVED, each of the Subsidiary Guarantors (as such term is defined in the Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture), hereby, jointly and severally, unconditionally guarantees to the Holder of the Note upon which this Subsidiary Guarantee is endorsed (the “Note”) and to the Trustee on behalf of the Holder, the prompt payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes) on the Note, when due (whether at Stated Maturity, upon Redemption, upon acceleration, upon tender for repayment at the option of the Company), according to the terms hereof and the terms of the Indenture (the “Guarantor Obligations”). This Guarantee is a guarantee of payment and not of collection and is a continuing guarantee and shall apply to all Guarantor Obligations whenever arising.

                     Obligations Unconditional and Absolute . The obligations of the Subsidiary Guarantors hereunder are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Indenture or this Note, to the fullest extent permitted by applicable law, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Subsidiary Guarantors agrees that this Guarantee may be enforced by the Holder of this Note without the necessity at any time of proceeding against the Company or any other Person (including a co-guarantor) or to pursue any other remedy or enforce any other right. Each of the Subsidiary Guarantors further agrees that nothing contained herein shall prevent the Holder of this Note from suing on this Note or the Indenture or from exercising any other rights available under this Note and the Indenture, and the exercise of any of the aforesaid rights and shall not constitute a discharge of any Subsidiary Guarantor’s obligations hereunder and under the Indenture; it being the purpose and the intent of each Subsidiary Guarantor that its obligations under this Note and under the Indenture shall be absolute, independent and unconditional under any and all circumstances. Neither any Subsidiary Guarantor’s obligations under this Guarantee nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Company or by reason of the bankruptcy or insolvency of the Company. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations or acceptance of this Guarantee. The Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee.

                     Subrogation . Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of the Note or the Indenture; provided, however , that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (or premium, if any, on) and interest on all Notes of this series shall have been indefeasibly paid in full.

                     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

A-9

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.

                     Waiver of Rights . Each of the Subsidiary Guarantors hereby waives to the fullest extent permitted by law: (a) notice of acceptance of this Guarantee by the Holder of this Note; (b) presentment and demand for payment or performance of any of the Guarantor Obligations; (c) protest and notice of dishonor or default with respect to the Guarantor Obligations; (d) all other notices to which such Subsidiary Guarantor might otherwise be entitled.

                     Reinstatement . The obligations of the Subsidiary Guarantors under this Note and under Article Sixteen shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder of the Notes of this series, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

                     Remedies . Each of the Subsidiary Guarantors further agrees, to the fullest extent that it may lawfully do so, that as between each such Subsidiary Guarantor, on the one hand, and the Holder and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby.

                     Rights of Contribution . The Subsidiary Guarantors, in connection with payments made hereunder, shall have contribution rights against the other Subsidiary Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Subsidiary Guarantors under this Note and no Subsidiary Guarantor shall exercise such rights of contribution until all Guarantor Obligations have been paid in full.

                     Limitation of Guaranty . Notwithstanding any provision to the contrary contained herein or in the Indenture, to the extent the obligations of any Subsidiary Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Subsidiary Guarantors hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise and including, without limitation, the Bankruptcy Code).

                     Release of Guarantors . Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided , however , that if (a) an Subsidiary Guarantor does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Subsidiary Guarantor or all of the capital stock of such Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition

A-10

of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guarantee of the Note, and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Subsidiary Guarantor has no liabilities or obligations resulting from a demand on such Subsidiary Guarantor’s Guarantee.

                     Defined Terms . All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

                     Governing Law . This Subsidiary Guarantee shall be governed by and construed in accordance with the law of the State of New York.

                    Subject to the next following paragraph, each Subsidiary Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Subsidiary Guarantee and to constitute the same valid obligation of each Subsidiary Guarantor have been done and performed and have happened in due compliance with all applicable laws.

(Remainder of page intentionally left blank.)

A-11

                    This Subsidiary Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is endorsed has been signed by the Trustee under the Indenture referred to in this Note.

Dated: June 22, 2007

 

 

 

QUEST DIAGNOSTICS HOLDINGS INCORPORATED

 

QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE

 

QUEST DIAGNOSTICS INCORPORATED (NV)

 

QUEST DIAGNOSTICS INCORPORATED (MD)

 

QUEST DIAGNOSTICS LLC (IL)

 

QUEST DIAGNOSTICS LLC (CT)

 

QUEST DIAGNOSTICS LLC (MA)

 

QUEST DIAGNOSTICS INCORPORATED (MI)

 

QUEST DIAGNOSTICS OF PENNSYLVANIA INC.

 

AML INC.

 

AMERICAN MEDICAL LABORATORIES

 

INCORPORATED

 

APL PROPERTIES LIMITED LIABILITY COMPANY

 

METWEST INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.

 

DPD HOLDINGS, INC.

 

DIAGNOSTIC REFERENCE SERVICES INC.

 

PATHOLOGY BUILDING PARTNERSHIP

 

UNILAB CORPORATION

 

FNA CLINICS OF AMERICA, INC.

 

LABONE, INC

 

EXAMONE WORLD WIDE, INC.

 

EXAMONE WORLD WIDE OF NJ, INC.

 

CENTRAL PLAINS HOLDINGS, INC.

 

CENTRAL PLAINS LABORATORIES, LLC

 

LABONE OF OHIO, INC.

 

OSBORN GROUP INC.

 

SYSTEMATIC BUSINESS SERVICES, INC.


 

 

 

 

By:

 

 

 

 

                    Name:

 

                    Title:

A-12

 

 

 

 

NICHOLS INSTITUTE DIAGNOSTICS

 

 

 

By:

 

 

 

                    Name:

 

                    Title:

 

 

 

FOCUS TECHNOLOGIES HOLDING COMPANY
FOCUS DIAGNOSTICS, INC.

 

 

 

By:

 

 

 

                    Name:

 

                    Title:

A-13

 

 

 

AMERIPATH, INC.

 

AMERIPATH CONSOLIDATED LABS, INC.

 

AMERIPATH FLORIDA, LLC

 

AMERIPATH HOSPITAL SERVICES FLORIDA, LLC

 

AMERIPATH INDIANA, LLC

 

AMERIPATH KENTUCKY, INC.

 

AMERIPATH MARKETING USA, INC.

 

AMERIPATH MICHIGAN, INC.

 

AMERIPATH MISSISSIPPI. INC.

 

AMERIPATH NEW YORK, LLC

 

AMERIPATH NORTH CAROLINA, INC.

 

AMERIPATH OHIO, INC.

 

AMERIPATH PENNSYLVANIA, LLC

 

AMERIPATH PHILADELPHIA, INC.

 

AMERIPATH SC, INC.

 

AMERIPATH TEXAS, LP.

 

AMERIPATH YOUNGSTOWN LABS, INC.

 

AMERIPATH WISCONSIN, LLC

 

AMERIPATH, LLC

 

API NO. 2, LLC

 

ANATOMIC PATHOLOGY SERVICES, INC.

 

ARIZONA PATHOLOGY GROUP, INC.

 

DERMATOPATHOLOGY SERVICES, INC.

 

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

 

KAILASH B. SHARMA, M.D., INC.

 

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION INC.

 

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

 

PCA OF DENVER, INC.

 

PCA OF NASHVILLE, INC.

 

PETER G. KLACSMANN M.D., INC.

 

REGIONAL PATHOLOGY CONSULTANTS, LLC

 

ROCKY MOUNTAIN PATHOLOGY, LLC

 

SHARON G. DASPIT, M.D., INC.

 

SHOALS PATHOLOGY ASSOCIATES, INC.

 

SPECIALTY LABORATORIES, INC.

 

STRIGEN, INC.

 

TID ACQUISITION CORP.

 


 

 

 

 

By:

 

 

 

 

                    Name:

 

                    Title:

A-14


 

 

 

 

ENTERIX INC.
HEMOCUE, INC.

 

 

 

By:

 

 

 

 

                    Name:

 

                    Title:

 

 

 

QUEST DIAGNOSTICS INVESTMENTS INCORPORATED
QUEST DIAGNOSTICS FINANCE INCORPORATED

 

 

 

By:

 

 

 

 

                    Name:

 

                    Title:

A-15

EXHIBIT B

Form of 6.95% Senior Note due 2037

                    [ The following legends apply only if the Note is a Global Note:

                    THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

B-1

QUEST DIAGNOSTICS INCORPORATED

6.95% Senior Note due 2037

Unconditionally guaranteed as to payment of
principal of and interest by
the Subsidiary Guarantors

 

 

 

No. 0 (Specimen)

 

$ 425,000,000

 

 

 

CUSIP: 74834L AN0

 

 

                    Quest Diagnostics Incorporated, a Delaware corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $425,000,000 on July 1, 2037 (the “Stated Maturity”) (except to the extent redeemed or repaid prior to the Stated Maturity) and to pay interest thereon from June 22, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually at the rate of 6.95% per annum, on July 1 and January 1, commencing with January 1, 2008, on the Stated Maturity and on any Redemption Date (each such date, an “Interest Payment Date”) until the principal hereof is paid or made available for payment.

                     Payment of Interest . The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business June 15 or December 15 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

                     Place of Payment . Payment of interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however , that each installment of interest and payment of principal on this Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States. Payment of the principal of this Note on the Stated Maturity will be made against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

                     Time of Payment . In any case where any Interest Payment Date, Redemption Date, Stated Maturity shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at

B-2

Stated Maturity; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, or Stated Maturity, as the case may be.

                     Legends . The statements set forth in the restrictive legends above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

                     General . This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued in one or more series under an indenture, dated as of June 27, 2001 (the “Base Indenture”), between the Company and The Bank of New York, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to a series of which this Note is a part), to which Base Indenture and all indentures supplemental thereto, including the supplemental indenture dated June 22, 2007 (the “Supplemental Indenture”), reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “6.95% Senior Notes due 2037” (collectively, the “Notes”), initially limited in aggregate principal amount to $425,000,000.

                     Further Issuance . The Company may from time to time, without the consent of the Holders of Notes of this series, issue additional Notes (the “Additional Notes”) of this series having the same ranking and the same interest rate, maturity and other terms as the Notes of this series. Any Additional Notes of this series and the Notes of this series will constitute a single series under the Indenture and all references to the Notes of this series shall include the Additional Notes unless the context otherwise requires.

                     [ The following paragraph applies only if the Note is a Global Note:

                     Book-Entry . This Note is a Global Note representing $425,000,000 of the Notes. This Note is a “book entry” Note and is being registered in the name of Cede & Co. as nominee of The Depository Trust Company (the “Depository “), a clearing agency. Subject to the terms of the Indenture, this Note will be held by a clearing agency or its nominee, and beneficial interest will be held by beneficial owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As long as this Note is registered in the name of the Depository or its nominee, the Trustee will make payments of principal and interest on this Note by wire transfer of immediately available funds to the Depository or its nominee. Notwithstanding the above, the final payment on this Note will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Note at its Corporate Trust Office or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture.]

                     Guarantees . This Note is entitled to the benefits of the Subsidiary Guarantees by each of the Subsidiary Guarantors of the due and punctual payment and performance of the Guarantor Obligations made in favor of the Trustee for the benefit of the Holder of this Note. Reference is hereby made to Article Sixteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of each of the Guarantors.

                     Events of Default . If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

B-3

                     Maturity . The Notes of this series are not subject to any sinking fund. The Notes of this series will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ prior notice, on any date prior to their maturity at a Redemption Price, calculated pursuant to the Indenture, together with accrued interest thereon, if any, to the Redemption Date (subject to the rights of holders of record on the Regular Record Date that is prior to the Redemption Date to receive interest on the relevant Interest Payment Date). In the case of any partial redemption, selection of the Notes of this series for redemption will be made by the Trustee by such methods, as the Trustee in its sole discretion shall deem fair and appropriate. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of this Note.

                     Redemption upon a Change of Control Triggering Event . Upon the occurrence of a Change of Control Triggering Event, the Company shall be required to make an offer to repurchase the Notes on the terms set forth in the Indenture.

                     Defeasance and Covenant Defeasance . The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

                     Modification and Waivers; Obligations of the Company Absolute . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of each series affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

                    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

                     Limitation on Suits . As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceedings as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Notes of this series a direction inconsistent with such request and shall have failed to institute such proceeding within

B-4

60 days; provided , however , that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest on this Note on or after the respective due dates expressed herein.

                     Authorized Denominations . The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

                     Registration of Transfer or Exchange . As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

                    As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.

                     [ The following paragraph applies only if the Note is a Global Note:

                     This Note is a Global Security . If the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing, the Company will issue Securities in certificated form in exchange for each Global Security. In addition, the Company may at any time determine not to have Securities represented by a Global Security and, in such event, will issue Securities in certificated form in exchange in whole for the Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.

                    No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

                    Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.]

                     Defined Terms . All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

                     Governing Law . This Note shall be governed by and construed in accordance with the law of the State of New York.

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                    Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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                    IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: June 22, 2007

 

 

 

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

 

 

By:

 

 

 

 

 

 

Name:

Attest:

 

Title:

 

 

 

By:

 

 

 

 

 

 

 

 

Name: Leo C. Farrenkopf

 

 

Title:  Assistant General Counsel
           and Corporate Secretary

 

B-7

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                    This is one of the Notes of the series designated and referred to in the within-mentioned Indenture, as such is supplemented by the within-mentioned Tenth Supplemental Indenture.

 

 

 

 

THE BANK OF NEW YORK

 

as Trustee

 

 

 

By: 

 

 

 

Vice President

 

Authorized Signatory

 

 

Dated: June 22, 2007

 

B-8

GUARANTEE OF THE SUBSIDIARY GUARANTORS

                    FOR VALUE RECEIVED, each of the Subsidiary Guarantors (as such term is defined in the Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture), hereby, jointly and severally, unconditionally guarantees to the Holder of the Note upon which this Subsidiary Guarantee is endorsed (the “Note”) and to the Trustee on behalf of the Holder, the prompt payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes) on the Note, when due (whether at Stated Maturity, upon Redemption, upon acceleration, upon tender for repayment at the option of the Company), according to the terms hereof and the terms of the Indenture (the “Guarantor Obligations”). This Guarantee is a guarantee of payment and not of collection and is a continuing guarantee and shall apply to all Guarantor Obligations whenever arising.

                     Obligations Unconditional and Absolute . The obligations of the Subsidiary Guarantors hereunder are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Indenture or this Note, to the fullest extent permitted by applicable law, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Subsidiary Guarantors agrees that this Guarantee may be enforced by the Holder of this Note without the necessity at any time of proceeding against the Company or any other Person (including a co-guarantor) or to pursue any other remedy or enforce any other right. Each of the Subsidiary Guarantors further agrees that nothing contained herein shall prevent the Holder of this Note from suing on this Note or the Indenture or from exercising any other rights available under this Note and the Indenture, and the exercise of any of the aforesaid rights and shall not constitute a discharge of any Subsidiary Guarantor’s obligations hereunder and under the Indenture; it being the purpose and the intent of each Subsidiary Guarantor that its obligations under this Note and under the Indenture shall be absolute, independent and unconditional under any and all circumstances. Neither any Subsidiary Guarantor’s obligations under this Guarantee nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Company or by reason of the bankruptcy or insolvency of the Company. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations or acceptance of this Guarantee. The Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee.

                     Subrogation . Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of the Note or the Indenture; provided, however , that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (or premium, if any, on) and interest on all Notes of this series shall have been indefeasibly paid in full.

                     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

B-9

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.

                     Waiver of Rights . Each of the Subsidiary Guarantors hereby waives to the fullest extent permitted by law: (a) notice of acceptance of this Guarantee by the Holder of this Note; (b) presentment and demand for payment or performance of any of the Guarantor Obligations; (c) protest and notice of dishonor or default with respect to the Guarantor Obligations; (d) all other notices to which such Subsidiary Guarantor might otherwise be entitled.

                     Reinstatement . The obligations of the Subsidiary Guarantors under this Note and under Article Sixteen shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder of the Notes of this series, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

                     Remedies . Each of the Subsidiary Guarantors further agrees, to the fullest extent that it may lawfully do so, that as between each such Subsidiary Guarantor, on the one hand, and the Holder and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby.

                     Rights of Contribution . The Subsidiary Guarantors, in connection with payments made hereunder, shall have contribution rights against the other Subsidiary Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Subsidiary Guarantors under this Note and no Subsidiary Guarantor shall exercise such rights of contribution until all Guarantor Obligations have been paid in full.

                     Limitation of Guaranty . Notwithstanding any provision to the contrary contained herein or in the Indenture, to the extent the obligations of any Subsidiary Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Subsidiary Guarantors hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise and including, without limitation, the Bankruptcy Code).

                     Release of Guarantors . Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided , however , that if (a) an Subsidiary Guarantor does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Subsidiary Guarantor or all of the capital stock of such Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition

B-10

of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guarantee of the Note, and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Subsidiary Guarantor has no liabilities or obligations resulting from a demand on such Subsidiary Guarantor’s Guarantee.

                     Defined Terms . All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

                     Governing Law . This Subsidiary Guarantee shall be governed by and construed in accordance with the law of the State of New York.

                    Subject to the next following paragraph, each Subsidiary Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Subsidiary Guarantee and to constitute the same valid obligation of each Subsidiary Guarantor have been done and performed and have happened in due compliance with all applicable laws.

(Remainder of page intentionally left blank.)

B-11

                    This Subsidiary Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is endorsed has been signed by the Trustee under the Indenture referred to in this Note.

Dated: June 22, 2007

 

 

 

 

 

QUEST DIAGNOSTICS HOLDINGS INCORPORATED

 

QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE

 

QUEST DIAGNOSTICS INCORPORATED (NV)

 

QUEST DIAGNOSTICS INCORPORATED (MD)

 

QUEST DIAGNOSTICS LLC (IL)

 

QUEST DIAGNOSTICS LLC (CT)

 

QUEST DIAGNOSTICS LLC (MA)

 

QUEST DIAGNOSTICS INCORPORATED (MI)

 

QUEST DIAGNOSTICS OF PENNSYLVANIA INC.

 

AML INC.

 

AMERICAN MEDICAL LABORATORIES INCORPORATED

 

APL PROPERTIES LIMITED LIABILITY COMPANY

 

METWEST INC.

 

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.

 

DPD HOLDINGS, INC.

 

DIAGNOSTIC REFERENCE SERVICES INC.

 

PATHOLOGY BUILDING PARTNERSHIP

 

UNILAB CORPORATION

 

FNA CLINICS OF AMERICA, INC.

 

LABONE, INC

 

EXAMONE WORLD WIDE, INC.

 

EXAMONE WORLD WIDE OF NJ, INC.

 

CENTRAL PLAINS HOLDINGS, INC.

 

CENTRAL PLAINS LABORATORIES, LLC

 

LABONE OF OHIO, INC.

 

OSBORN GROUP INC.

 

SYSTEMATIC BUSINESS SERVICES, INC.

 

 

 

By: 

 

 

 

 

 

 

          Name:

 

 

 

          Title:

 

 

 

B-12


 

 

 

 

NICHOLS INSTITUTE DIAGNOSTICS

 

 

 

By: 

 

 

 

 

          Name:

 

 

          Title:

 

 

 

 

FOCUS TECHNOLOGIES HOLDING COMPANY
FOCUS DIAGNOSTICS, INC.

 

 

 

By: 

 

 

 

 

          Name:

 

 

          Title:

B-13


 

 

 

 

AMERIPATH, INC.

 

AMERIPATH CONSOLIDATED LABS, INC.

 

AMERIPATH FLORIDA, LLC

 

AMERIPATH HOSPITAL SERVICES FLORIDA, LLC

 

AMERIPATH INDIANA, LLC

 

AMERIPATH KENTUCKY, INC.

 

AMERIPATH MARKETING USA, INC.

 

AMERIPATH MICHIGAN, INC.

 

AMERIPATH MISSISSIPPI. INC.

 

AMERIPATH NEW YORK, LLC

 

AMERIPATH NORTH CAROLINA, INC.

 

AMERIPATH OHIO, INC.

 

AMERIPATH PENNSYLVANIA, LLC

 

AMERIPATH PHILADELPHIA, INC.

 

AMERIPATH SC, INC.

 

AMERIPATH TEXAS, LP.

 

AMERIPATH YOUNGSTOWN LABS, INC.

 

AMERIPATH WISCONSIN, LLC

 

AMERIPATH, LLC

 

API NO. 2, LLC

 

ANATOMIC PATHOLOGY SERVICES, INC.

 

ARIZONA PATHOLOGY GROUP, INC.

 

DERMATOPATHOLOGY SERVICES, INC.

 

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

 

KAILASH B. SHARMA, M.D., INC.

 

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION INC.

 

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

 

PCA OF DENVER, INC.

 

PCA OF NASHVILLE, INC.

 

PETER G. KLACSMANN M.D., INC.

 

REGIONAL PATHOLOGY CONSULTANTS, LLC

 

ROCKY MOUNTAIN PATHOLOGY, LLC

 

SHARON G. DASPIT, M.D., INC.

 

SHOALS PATHOLOGY ASSOCIATES, INC.

 

SPECIALTY LABORATORIES, INC.

 

STRIGEN, INC.

 

TID ACQUISITION CORP.

 

 

 

By: 

 

 

 

 

 

          Name:

 

 

          Title:

B-14


 

 

 

 

ENTERIX INC.

 

HEMOCUE, INC.

 

 

 

By: 

 

 

 

 

                       Name:

 

                       Title:

 

 

 

QUEST DIAGNOSTICS INVESTMENTS INCORPORATED QUEST DIAGNOSTICS FINANCE INCORPORATED

 

 

 

By:

 

 

 

 

                       Name:

 

                       Title:

B-15

EXHIBIT C

FORM OF ADDITIONAL SUBSIDIARY GUARANTEE

                    FOR VALUE RECEIVED, each of the Subsidiary Guarantors executing this additional Subsidiary Guarantee (the “Additional Subsidiary Guarantors”), hereby fully and unconditionally guarantees, jointly and severally, together with the existing Subsidiary Guarantors (as such term is defined in the Indenture) of the Note, to the Holder of the Note upon which this additional Subsidiary Guarantee is endorsed (the “Note”) and to the Trustee on behalf of the Holder, the prompt payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes) on the Note, when due (whether at Stated Maturity, upon Redemption, upon acceleration, upon tender for repayment at the option of the Company), according to the terms hereof and the terms of the Indenture (the “Guarantor Obligations”). This Guarantee is a guarantee of payment and not of collection and is a continuing guarantee and shall apply to all Guarantor Obligations whenever arising.

                     Obligations Unconditional and Absolute . The obligations of the Additional Subsidiary Guarantors hereunder are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Indenture or this Note, to the fullest extent permitted by applicable law, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Additional Subsidiary Guarantors agrees that this Guarantee may be enforced by the Holder of this Note without the necessity at any time of proceeding against the Company or any other Person (including a co-guarantor) or to pursue any other remedy or enforce any other right. Each of the Subisidary Guarantors further agrees that nothing contained herein shall prevent the Holder of this Note from suing on this Note or the Indenture or from exercising any other rights available under this Note and the Indenture, and the exercise of any of the aforesaid rights and shall not constitute a discharge of any Additional Subsidiary Guarantor’s obligations hereunder and under the Indenture; it being the purpose and the intent of each Additional Subsidiary Guarantor that its obligations under this Note and under the Indenture shall be absolute, independent and unconditional under any and all circumstances. Neither any Additional Subsidiary Guarantor’s obligations under this Subsidiary Guarantee nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Company or by reason of the bankruptcy or insolvency of the Company. Each Additional Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations or acceptance of this Subsidiary Guarantee. The Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee.

                     Subrogation . Each of the Additional Subsidiary Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of any amounts paid by such Additional Subsidiary Guarantor on account of the Note or the Indenture; provided, however , that such Additional Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (or premium, if any, on) and interest on all Notes of this series shall have been indefeasibly paid in full.

C-1

                     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.

                     Waiver of Rights . Each of the Additional Subsidiary Guarantors hereby waives to the fullest extent permitted by law: (a) notice of acceptance of this Guarantee by the Holder of this Note; (b) presentment and demand for payment or performance of any of the Guarantor Obligations; (c) protest and notice of dishonor or default with respect to the Guarantor Obligations; (d) all other notices to which such Additional Subsidiary Guarantor might otherwise be entitled.

                     Reinstatement . The obligations of the Additional Subsidiary Guarantors under this Note and under Article Sixteen shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder of the Notes of this series, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

                     Remedies . Each of the Additional Subsidiary Guarantors further agrees, to the fullest extent that it may lawfully do so, that as between each such Additional Subsidiary Guarantor, on the one hand, and the Holder and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby.

                     Rights of Contribution . The Additional Guarantors, in connection with payments made hereunder, shall have contribution rights against the other Subsidiary Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Subsidiary Guarantors under this Note and no Additional Subsidiary Guarantor shall exercise such rights of contribution until all Guarantor Obligations have been paid in full.

                     Limitation of Guaranty . Notwithstanding any provision to the contrary contained herein or in the Indenture, to the extent the obligations of any Additional Subsidiary Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Additional Subsidiary Guarantors hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise and including, without limitation, the Bankruptcy Code).

                     Release of Guarantors . Each of the Additional Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided , however , that if (a) an Additional Subsidiary Guarantor does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been

C-2

permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (c) all or substantially all of the assets of such Additional Subsidiary Guarantor or all of the capital stock of such Additional Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Company or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guarantee of the Note, and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Additional Subsidiary Guarantor has no liabilities or obligations resulting from a demand on such Additional Subsidiary Guarantor’s Guarantee.

                     Defined Terms . All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

                     Governing Law . This Subsidiary Guarantee shall be governed by and construed in accordance with the law of the State of New York.

                    This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

                    Subject to the next following paragraph, each Additional Subsidiary Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Subsidiary Guarantee and to constitute the same valid obligation of each Additional Subsidiary Guarantor have been done and performed and have happened in due compliance with all applicable laws.

(Remainder of page intentionally left blank.)

C-3

                    This Subsidiary Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is endorsed has been signed by the Trustee under the Indenture referred to in this Note.

 

 

 

 

Dated: 

         [ADDITIONAL SUBSIDIARY GUARANTOR(S)]

 

 

 

 

Attest:

By:

 

Name:

Title:

Name:

 

 

Title:

 

 

C-4

Exhibit 4.14

ELEVENTH SUPPLEMENTAL INDENTURE

          SUPPLEMENTAL INDENTURE dated as of June 22, 2007 (this “Eleventh Supplemental Indenture”), among AMERIPATH OHIO, INC., TID ACQUISITION CORP. and AMERIPATH, INC., each a Delaware corporation, DERMATOPATHOLOGY SERVICES, INC. and SHOALS PATHOLOGY ASSOCIATES, INC., each an Alabama corporation, AMERIPATH CONSOLIDATED LABS, INC. and AMERIPATH MARKETING USA, INC., each a Florida corporation, AMERIPATH KENTUCKY, INC., a Kentucky corporation, AMERIPATH MICHIGAN, INC., a Michigan corporation, PCA OF DENVER, INC. and PCA OF NASHVILLE, INC., each a Tennessee corporation, AMERIPATH MISSISSIPPI, INC., a Mississippi corporation, AMERIPATH NORTH CAROLINA, INC., a North Carolina corporation, AMERIPATH PHILADELPHIA, INC., a New Jersey corporation, ANATOMIC PATHOLOGY SERVICES, INC., an Oklahoma corporation, ARIZONA PATHOLOGY GROUP, INC., an Arizona corporation, AMERIPATH SC, INC., a South Carolina corporation, AMERIPATH YOUNGSTOWN LABS, INC., an Ohio corporation, OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC., KAILASH B. SHARMA, M.D., INC., SHARON G. DASPIT, M.D., INC. and PETER G. KLACSMANN, M.D., INC., each a Georgia corporation, HEMOCUE, INC. and SPECIALTY LABORATORIES, INC., each a California corporation, STRIGEN, INC., a Utah corporation, AMERIPATH FLORIDA, LLC, AMERIPATH HOSPITAL SERVICES FLORIDA, LLC, AMERIPATH NEW YORK, LLC, API NO. 2, LLC and AMERIPATH, LLC, each a Delaware limited liability company, DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC., an Oklahoma limited liability company, AMERIPATH INDIANA, LLC, an Indiana limited liability company, REGIONAL PATHOLOGY CONSULTANTS, LLC and ROCKY MOUNTAIN PATHOLOGY, LLC, each a Utah limited liability company, O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC, a Georgia limited liability company, AMERIPATH PENNSYLVANIA, LLC, a Pennsylvania limited liability company, AMERIPATH TEXAS, L.P., a Texas limited partnership and AMERIPATH WISCONSIN, LLC, a Wisconsin limited liability company (the “Additional Subsidiary Guarantors”), QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

                    WHEREAS, the Company, the Trustee and the Initial Subsidiary Guarantors (as hereinafter defined) executed and delivered an Indenture, dated as of June 27, 2001 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors (as defined therein) party thereto, and the Trustee, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fifth supplemental indenture, dated as of

1

April 16, 2004, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a sixth supplemental indenture dated October 31, 2005, among the Company, the Subsidiary Guarantors (as defined therein) party thereto, as further supplemented by a seventh supplemental indenture dated November 21, 2005, among the Company, the additional Subsidiary Guarantors (as defined therein) parties thereto and the Trustee, as further supplemented by an eighth supplemental indenture dated July 31, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) parties thereto and the Trustee, as further supplemented by a ninth supplemental indenture, dated as of September 30, 2006, among the Company the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a tenth supplemental indenture, dated as of June 22, 2007, among the Company and the Trustee, to be further supplemented by this Eleventh Supplemental Indenture (collectively, the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

                    WHEREAS, the Additional Subsidiary Guarantors intend to guarantee the Securities under the Indenture and the issuance of guarantees has been authorized by resolutions adopted by the Boards of Directors of such Additional Subsidiary Guarantors;

                    WHEREAS, Sections 901(1) and 901(11) of the Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) evidence the successor of another Person to any Subsidiary Guarantor and the assumption by such successor of the covenants of such Subsidiary Guarantor in the Indenture and in the Securities and (b) add a guarantor or guarantors for any series or all series of the Securities;

                    WHEREAS, pursuant to Sections 904, 1601, 1602 and 1604 of the Indenture, by delivery of a Supplemental Indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Base Indenture will be deemed to have executed and delivered the Subsidiary Guarantee for the benefit of the Holder of the Security upon which the Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor had been named thereon and had executed and delivered the Subsidiary Guarantee; and

                    WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;

                    NOW, THEREFORE, for and in consideration of the foregoing, the parties hereto hereby enter into this Eleventh Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

                    SECTION 1 Certain Terms Defined in the Indenture .

2

                    All capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

                    SECTION 2 Agreement to Guarantee .

                    The Additional Subsidiary Guarantors, by their signature below, agree to become Additional Subsidiary Guarantors under the Indenture with the same force and effect as if originally named therein as Subsidiary Guarantors. The Additional Subsidiary Guarantors hereby agree to all the terms and provisions of the Indenture applicable to them as Additional Subsidiary Guarantors thereunder and each reference to a “Subsidiary Guarantor” in the Indenture shall be deemed to include the Additional Subsidiary Guarantors.

                    SECTION 3 Indenture remains in Full Force and Effect .

                    Except as expressly supplemented by this Eleventh Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.

                    SECTION 4 New York Law to Govern .

                    THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

                    SECTION 5 Separability .

                    In case any one or more of the provisions contained in this Eleventh Supplemental Indenture should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indenture shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or enforceable provisions herein with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

                    SECTION 6 May be Executed in Counterparts .

                    This Eleventh Supplemental Indenture may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. This Eleventh Supplemental Indenture shall become effective when the Trustee shall have received a counterpart thereof that bears the signatures of the Additional Subsidiary Guarantors.

                    SECTION 7 Trustee .

                    The Trustee makes no representations as to the validity or sufficiency of this Eleventh Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Additional Subsidiary Guarantors and not of the Trustee.

3

                    IN WITNESS WHEREOF, the Company, the Additional Subsidiary Guarantors, and the Trustee have duly executed this Eleventh Supplemental Indenture as of the day and year first above written.

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

By: 

 /s/ Robert A. Hagemann

 

 

 

 

 

Name: Robert A. Hagemann

 

Title: Senior Vice President and Chief Financial Officer

 

 

 

AMERIPATH, INC.

 

AMERIPATH CONSOLIDATED LABS, INC.

 

AMERIPATH FLORIDA, LLC

 

AMERIPATH HOSPITAL SERVICES FLORIDA, LLC

 

AMERIPATH INDIANA, LLC

 

AMERIPATH KENTUCKY, INC.

 

AMERIPATH MARKETING USA, INC.

 

AMERIPATH MICHIGAN, INC.

 

AMERIPATH MISSISSIPPI, INC.

 

AMERIPATH NEW YORK, LLC

 

AMERIPATH NORTH CAROLINA, INC.

 

AMERIPATH OHIO, INC.

 

AMERIPATH PENNSYLVANIA, LLC

 

AMERIPATH PHILADELPHIA, INC.

 

AMERIPATH SC, INC.

 

AMERIPATH YOUNGSTOWN LABS, INC.

 

AMERIPATH WISCONSIN, LLC

 

AMERIPATH, LLC

 

API NO.2, LLC

 

ANATOMIC PATHOLOGY SERVICES, INC.

 

ARIZONA PATHOLOGY GROUP, INC.

 

DERMATOPATHOLOGY SERVICES, INC.

 

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

 

KAILASH B. SHARMA, M.D., INC.

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OCMULGEE MEDICAL PATHOLOGY ASSOCIATION INC.

 

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

 

PCA OF DENVER, INC.

 

PCA OF NASHVILLE, INC.

 

PETER G. KLACSMANN M.D., INC.

 

REGIONAL PATHOLOGY CONSULTANTS, LLC

 

ROCKY MOUNTAIN PATHOLOGY, LLC

 

SHARON G. DASPIT, M.D., INC.

 

SHOALS PATHOLOGY ASSOCIATES, INC.

 

SPECIALTY LABORATORIES, INC.

 

STRIGEN, INC.

 

TID ACQUISITION CORP.

 

 

 

By:

 /s/ Robert A. Hagemann

 

 

 

  Name: Robert A. Hagemann

 

  Title: Vice President

 

 

 

AMERIPATH TEXAS, L.P.

 

 

 

By: AmeriPath LLC

 

 

 

By:

 /s/ Robert A. Hagemann

 

 

 

  Name: Robert A. Hagemann

 

  Title: Vice President

 

 

 

HEMOCUE, INC.

 

 

 

By:

 /s/ Robert A. Hagemann

 

 

 

  Name: Robert A. Hagemann

 

  Title: Vice President

5

 

 

 

 

THE BANK OF NEW YORK

 

 

 

By:

  /s/ Robert A. Massimillo

 

 

 

 

Name: Robert A. Massimillo

 

Title: Vice President

6

Exhibit 4.15

TWELFTH SUPPLEMENTAL INDENTURE

      SUPPLEMENTAL INDENTURE dated as of June 25, 2007 (this “Twelfth Supplemental Indenture”), among AMERIPATH GROUP HOLDINGS, INC., AMERIPATH HOLDINGS, INC., AMERIPATH INTERMEDIATE HOLDINGS, INC. (the “Additional AmeriPath Subsidiaries”) and MEDPLUS, INC. (“MedPlus”) each a Delaware corporation (the Additional AmeriPath Subsidiaries, together with MedPlus, the “Additional Subsidiary Guarantors”), QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

      WHEREAS, the Company, the Trustee and the Initial Subsidiary Guarantors (as hereinafter defined) executed and delivered an Indenture, dated as of June 27, 2001 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors (as defined therein) party thereto, and the Trustee, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a sixth supplemental indenture dated October 31, 2005, among the Company, the Subsidiary Guarantors (as defined therein) party thereto, as further supplemented by a seventh supplemental indenture dated November 21, 2005, among the Company, the additional Subsidiary Guarantors (as defined therein) parties thereto and the Trustee, as further supplemented by an eighth supplemental indenture dated July 31, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) parties thereto and the Trustee, as further supplemented by a ninth supplemental indenture, dated as of September 30, 2006, among the Company the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a tenth supplemental indenture, dated as of June 22, 2007, among the Company and the Trustee, as further supplemented by an eleventh supplemental indenture, dated as of June 25, 2007, and to be further supplemented by this Twelfth Supplemental Indenture (collectively, the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

      WHEREAS, the Additional Subsidiary Guarantors intend to guarantee the 6.40% Senior Notes due 2017 and 6.95% Senior Notes due 2037, and, in addition, the Additional AmeriPath Subsidiaries intend to guarantee the 7.50% Senior Notes due 2011, the 5.125% Senior Notes due 2010 and the 5.45% Senior Notes due 2015 under the Indenture and the issuance of guarantees has been authorized by resolutions adopted by the Boards of Directors of such Additional Subsidiary Guarantors;

1

      WHEREAS, Sections 901(1) and 901(11) of the Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) evidence the successor of another Person to any Subsidiary Guarantor and the assumption by such successor of the covenants of such Subsidiary Guarantor in the Indenture and in the Securities and (b) add a guarantor or guarantors for any series or all series of the Securities;

      WHEREAS, pursuant to Sections 904, 1601, 1602 and 1604 of the Indenture, by delivery of a Supplemental Indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Base Indenture will be deemed to have executed and delivered the Subsidiary Guarantee for the benefit of the Holder of the Security upon which the Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor had been named thereon and had executed and delivered the Subsidiary Guarantee; and

      WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;

      NOW, THEREFORE, for and in consideration of the foregoing, the parties hereto hereby enter into this Twelfth Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

      SECTION 1 Certain Terms Defined in the Indenture .

      All capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

      SECTION 2 Agreement to Guarantee .

      The Additional Subsidiary Guarantors, by their signature below, agree to become Additional Subsidiary Guarantors under the Indenture with the same force and effect as if originally named therein as Subsidiary Guarantors. The Additional Subsidiary Guarantors agree to guarantee the 6.40% Senior Notes due 2017 and 6.95% Senior Notes due 2037, and, in addition, the Additional AmeriPath Subsidiaries intend to guarantee the 7.50% Senior Notes due 2011, the 5.125% Senior Notes due 2010 and the 5.45% Senior Notes due 2015. The Additional Subsidiary Guarantors hereby agree to all the terms and provisions of the Indenture applicable to them as Additional Subsidiary Guarantors thereunder and each reference to a “Subsidiary Guarantor” in the Indenture shall be deemed to include the Additional Subsidiary Guarantors.

      SECTION 3 Indenture remains in Full Force and Effect .

      Except as expressly supplemented by this Twelfth Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.

 

2

      SECTION 4 New York Law to Govern .

      THIS TWELFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

      SECTION 5 Separability .

      In case any one or more of the provisions contained in this Twelfth Supplemental Indenture should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indenture shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or enforceable provisions herein with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

      SECTION 6 May be Executed in Counterparts .

      This Twelfth Supplemental Indenture may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. This Twelfth Supplemental Indenture shall become effective when the Trustee shall have received a counterpart thereof that bears the signatures of the Additional Subsidiary Guarantors.

      SECTION 7 Trustee .

      The Trustee makes no representations as to the validity or sufficiency of this Twelfth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Additional Subsidiary Guarantors and not of the Trustee.

 

3

      IN WITNESS WHEREOF, the Company, the Additional Subsidiary Guarantors, and the Trustee have duly executed this Twelfth Supplemental Indenture as of the day and year first above written.

  QUEST DIAGNOSTICS INCORPORATED
   
  By: s/ Robert A. Hagemann
   
  Name: Robert Hagemann
  Title: Senior Vice President and Chief
             Financial Officer
   
   
  AMERIPATH GROUP HOLDINGS, INC.
  AMERIPATH HOLDINGS, INC.
  AMERIPATH INTERMEDIATE
      HOLDINGS, INC.
  MEDPLUS, INC.
   
   
  By: s/ Robert A. Hagemann
   
      Name: Robert Hagemann
      Title: Vice President

4

  THE BANK OF NEW YORK
   
  By: s/ Robert A. Massimillo
   
  Name: Robert A. Massimillo
  Title: Vice President

 

 

 

5

Exhibit 10.l

 

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED
(a Delaware corporation)

 

$375,000,000 6.40% Senior Notes Due 2017
$425,000,000 6.95% Senior Notes Due 2037

UNDERWRITING AGREEMENT

Dated: June 19, 2007

 


 

Table of Contents

    Page  
 
SECTION 1.       Representations and Warranties   3  
 
                    (a)   Representations and Warranties by the Company and the Guarantors   3  
                    (b)   Officer’s Certificates   13  
 
SECTION 2.       Sale and Delivery to Underwriters; Closing   13  
 
                    (a)   Securities and Guarantees   13  
                    (b)   Public Offering   13  
                    (c)   Payment   14  
                    (d)   Denominations; Registration   14  
 
SECTION 3.       Covenants of the Company and the Guarantors   14  
 
                    (a)   Delivery of Registration Statement, Time of Sale Prospectus and Prospectus   14  
                    (b)   Amendments and Supplements   14  
                    (c)   Free Writing Prospectus   15  
                    (d)   Free Writing Prospectus (Underwriter)   15  
                    (e)   Amend or Supplement Time of Sale Prospectus   15  
                    (f)   Amend or Supplement Prospectus   15  
                    (g)   Blue Sky Qualifications   16  
                    (h)   Rule 158   16  
                    (i)   Use of Proceeds   16  
                    (k)   Restriction on Sale of Securities   16  
                    (l)   Final Term Sheet   16  
                    (m)   Reporting Requirements   17  
                    (n)   DTC Clearance   17  
 
SECTION 4.       Payment of Expenses   17  
 
                    (a)   Expenses   17  
                    (b)   Termination of Agreement   17  
 
SECTION 5.       Conditions of Underwriters’ Obligations   17  
 
                    (a)   Opinion of Counsel for the Company   18  
                    (b)   Opinion of Assistant General Counsel of the Company   18  
                    (c)   Opinion of Counsel for the Underwriters   18  
                    (d)   Officers’ Certificate   18  
                    (e)   Prospectus, Final Term Sheet and Free Writing Prospectus   18  
                    (f)   PwC’s Comfort Letters and Consent   19  
                    (g)   E&Y’s Comfort Letters and Consent   19  
                    (h)   Maintenance of Rating   19  
                    (i)   Supplemental Indenture   20  

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                    (j)   Additional Documents  
20  
                    (k)   Termination of Agreement  
20  
     
SECTION 6.       Covenants of Underwriters  
20  
     
SECTION 7.       Indemnification  
20  
     
                    (a)   Indemnification of the Underwriters  
20  
                    (b)   Indemnification of Company and Guarantors, Directors and Officers  
21  
                    (c)   Actions against Parties; Notification  
21  
                    (d)   Settlement without Consent if Failure to Reimburse  
22  
     
SECTION 8.       Contribution  
22  
     
SECTION 9.       Representations, Warranties and Agreements to Survive Delivery  
23  
     
SECTION 10.       Termination of Agreement  
24  
     
                    (a)   Termination; General  
24  
                    (b)   Liabilities  
24  
     
SECTION 11.       Default by One or More of the Underwriters  
24  
     
SECTION 12.       Default by the Company and the Guarantors  
25  
     
SECTION 13.       Notices  
25  
     
SECTION 14.       Parties  
25  
     
SECTION 15.       Governing Law and Time  
26  
     
SECTION 16.       Effect of Headings  
26  
     
SECTION 17.       Partial Unenforceability  
26  
     
SECTION 18.       No Advisory or Fiduciary Responsibility  
26  
     
SECTION 19.       General Provisions  
26  

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Schedule A   - Underwriters    
       
Schedule B   - Time of Sale Prospectus    
       
Schedule C   - Final Term Sheet    
       
Schedule D   - Guarantors    
       
Schedule E   - Subsidiaries    
       
Exhibit A   - Form of Opinion of Shearman & Sterling    
       
Exhibit B   - Form of Opinion of Vice President and Assistant General Counsel of the    
    Company    

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QUEST DIAGNOSTICS INCORPORATED
(a Delaware corporation)

$425,000,000 6.95% Senior Notes Due 2037
$425,000,000 6.95% Senior Notes Due 2037

 

UNDERWRITING AGREEMENT

June 19, 2007

MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
         INCORPORATED
  as Representatives of the several Underwriters
c/o MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

           Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), and each of the Guarantors listed on Schedule D hereto (the “Guarantors”), confirm their respective agreements with Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Banc of America Securities LLC (“Banc of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and together with Morgan Stanley and Banc of America, the “Joint Book-Running Managers”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any Underwriter substituted as hereinafter provided in Section 11 hereof), for whom Morgan Stanley, Banc of America Securities LLC and Merrill Lynch 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 Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule C of $375,000,000 aggregate principal amount of the Company’s 6.40% Senior Notes due 2017 and $425,000,000 aggregate principal amount of the Company’s 6.95% Senior Notes due 2037 (collectively, the “Notes”) and (ii) the issue and sale by the Guarantors and the purchase by the Underwriters, acting severally and not jointly, of the senior guarantees (the “Guarantees”) of the Company’s obligations under the Notes. The Notes and the Guarantees are to be issued pursuant to an indenture dated as of June 27, 2001 (the “Base Indenture”) among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as successor trustee to The Bank of New York (the “Trustee”), as supplemented by a first supplemental indenture, dated as of June 27, 2001, among the Company, as issuer, the Initial Subsidiary Guarantors party thereto as guarantors, and the Trustee, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors party thereto and the Trustee, as further supplemented by a third supplemental indenture, dated as of

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April 4, 2002, among the Company, the additional Subsidiary Guarantors party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among the Company, the additional Subsidiary Guarantors party thereto and the Trustee, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the additional Subsidiary Guarantor party thereto and the Trustee, as further supplemented by a sixth supplemental indenture, dated as of October 31, 2005, among the Company, the Subsidiary Guarantor party thereto and the Trustee, as further supplemented by a seventh supplemental indenture, dated as of November 31, 2005, among the Company, the Subsidiary Guarantor party thereto and the Trustee, as further supplemented by a eighth supplemental indenture, dated as of July 31, 2006, among the Company, the Subsidiary Guarantor party thereto and the Trustee, as further supplemented by a ninth supplemental indenture, dated as of September 30, 2006, among the Company, the Subsidiary Guarantor party thereto and the Trustee, and to be further supplemented by a tenth supplemental indenture dated June 22, 2007 (the “Tenth Supplemental Indenture”; the Base Indenture together with all such supplements, the “Indenture”) among the Company, the Subsidiary Guarantors party thereto and the Trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Time (as defined in Section 2 hereof)(the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Depositary.

           The payment of principal of, premium and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each Guarantor, pursuant to their “Guarantees”. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”.

           The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (the file number of which is 333-143867) on Form S-3, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “1933 Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities dated June 19, 2007 in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Basic Prospectus”. The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Prospectus”, and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, “Time of Sale Prospectus” means the preliminary prospectus identified in Schedule B hereto together with the free writing prospectuses, if any, each identified in Schedule B hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the 1933 Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “preliminary prospectus”, “Time of Sale

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Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement”, “amendment”, and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), that are deemed to be incorporated by reference therein.

           All references in this Agreement to financial statements and schedules and other information which is “contained”, “included”, “stated” or “described” in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus, as the case may be.

           SECTION 1. Representations and Warranties .

           (a) Representations and Warranties by the Company and the Guarantors . The Company and each of the Guarantors, jointly and severally, represent and warrant to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof (unless otherwise specified), and agree with each Underwriter, as follows:

           (i) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

           (ii) (a) The Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (c) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (d) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Time, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (e) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a

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material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (f) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

           The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company and the Guarantors in writing by any Underwriter through the Representatives expressly for use therein.

           (iii) Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Time of Sale Prospectus or the Prospectus at its date and at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

           (iv) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. Any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of Prospectus or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

           (v) Independent Accountants . PriceWaterhouseCoopers LLP and Ernst & Young LLP, which certified the audited financial statements incorporated by reference in the Time of Sale Prospectus and the Prospectus, are independent public accountants, with respect to the Company or AmeriPath, Inc. (“AmeriPath”), as the case may be, in any

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case, as required by the 1933 Act, the rules and regulations of the Commission under the 1933 Act, the 1934 Act and the 1934 Act Regulations.

           (vi) Financial Statements of the Company . The financial statements of the Company included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, together with the related schedule and notes, present fairly (A) the financial position of the Company and its Subsidiaries (as defined below) on a consolidated basis at the dates indicated and (B) the statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries on a consolidated basis for the periods specified. Such financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules relating to the Company, if any, included in the Time of Sale Prospectus and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in the Time of Sale Prospectus and the Prospectus. The as adjusted information of the Company included or incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There are no historical or pro forma financial statements of the Company or any its Subsidiaries or any acquired entities (including, without limitation, AmeriPath) which are required by the 1933 Act to be disclosed in the Registration Statement, or the Time of Sale Prospectus or the Prospectus which are not so disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

           (vii) Financial Statements of AmeriPath . The financial statements of AmeriPath included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, together with the related schedule and notes, present fairly (A) the financial position of AmeriPath and its subsidiaries on a consolidated basis at the dates indicated and (B) the statements of operations, stockholders’ equity and cash flows of AmeriPath and its subsidiaries on a consolidated basis for the periods specified. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules of AmeriPath, if any, included in the Time of Sale Prospectus and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of AmeriPath included in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of AmeriPath included in the Time of Sale Prospectus and the Prospectus.

           (viii) No Material Adverse Change in Business . Since the respective dates as of which information is given in the Time of Sale Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change, in the business, financial condition, operations, cash flow or business prospects of the Company and its Subsidiaries, considered as one enterprise, whether or not arising in the ordinary

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course of business (a “Material Adverse Effect”) and (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those described or contemplated by the Time of Sale Prospectus or in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise.

           (ix) Good Standing of the Company . The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement, the Indenture and the Securities; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

           (x) Good Standing of Subsidiaries . Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the outstanding capital stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule E are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except for pledges of such capital stock and partnership interests that were granted under the Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A., as administrative agent (the “Credit Agreement”), the Bridge Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A. as administrative agent (the “Bridge Credit Agreement”), and the Amended and Restated Credit Agreement, dated as of April 20, 2004, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America, N.A., as Administrative Agent (the “Amended and Restated Credit Agreement”); none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule E attached hereto.

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           (xi) Authorization of this Agreement . This Agreement has been duly authorized, executed and delivered by, and will be a valid and biding agreement of, the Company and each of the Guarantors party thereto, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

           (xii) Qualification, Authorization and Description of the Indenture . The Indenture has been duly qualified under the Trust Indenture of 1939, as amended. The Base Indenture and each supplemental indenture thereto have all been duly authorized, executed and delivered by the Company and each of the Guarantors and constitute valid and binding agreements of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Tenth Supplemental Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered by the Company and each of the Guarantors, will constitute a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

           (xiii) Authorization of the Notes and the Guarantees . The Notes to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. The Guarantees of the Notes have been duly authorized by the Guarantors and, when executed and delivered in the manner provided for in the Indenture, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,

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without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

           (xiv) Description of the Securities and the Indenture . The description of the Securities and the Indenture set forth in the Time of Sale Prospectus and the Prospectus are correct and complete in all material respects.

           (xv) Non-Guarantor Subsidiaries . Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, each Subsidiary that is a guarantor under the Credit Agreement, the Bridge Credit Agreement or the Amended and Restated Credit Agreement, is a Guarantor. All Subsidiaries that are not Guarantors (other than Quest Diagnostics Receivables Incorporated, AmeriPath Group Holdings, Inc., AmeriPath Holdings, Inc. and AmeriPath Intermediate Holdings, Inc.) did not collectively (a) own more than 10% of the Company’s consolidated assets at December 31, 2006 or (b) account for more than 6% of the Company’s consolidated revenues for the year ended December 31, 2006. Each of AmeriPath Group Holdings, Inc., AmeriPath Holdings, Inc. and AmeriPath Intermediate Holdings, Inc. is, and, until it becomes a Guarantor, will be, a holding company with its only assets being the equity interest in its immediate subsidiary and does not, and, until it becomes a Guarantor, will not, have any income from operations.

           (xvi) Absence of Defaults and Conflicts . Neither the Company nor any of the Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”) or has violated or is in violation of any of the laws, rules and regulations administered by the United States Centers for Medicare and Medicaid Services (“CMS”), the United States Food and Drug Administration (the “FDA”), the Substance Abuse and Mental Health Services Administration (the “SAMHSA”) and by the Drug Enforcement Administration (the “DEA”), or any other applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their assets or properties, except in each case for such defaults or violations that have been disclosed or that would not singly or in the aggregate result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and the Guarantees and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of the Guarantors in connection with the consummation of the transactions contemplated by this Agreement herein and in the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the Guarantees, the use of the proceeds from the sale of the Securities and the Guarantees as described in the Time of Sale Prospectus and

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the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with their respective obligations under this Agreement, the Indenture, the Securities and the Guarantees have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of the Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their assets, properties or operations.

           (xvii) Absence of Labor Disputes . No labor dispute with the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company and the Guarantors, is imminent, which may reasonably be expected to result in a Material Adverse Effect.

           (xviii) Absence of Proceedings . Except as disclosed in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, there is not pending or, to the knowledge of the Company or any Guarantor, threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or brought by any domestic or foreign court or governmental agency or body, affecting (i) the possession by any of them of any Governmental Authorization (as defined herein) currently held by any them, (ii) the accreditation of any of their respective laboratories with the College of American Pathologists (“CAP”), (iii) any of their qualification to perform services for and receive reimbursement from, Medicaid, Medicare, TRICARE or CHAMPUS (iv) any of their ability to conduct their clinical testing business in any state or (v) any of them in any other way, which in the case of any of the foregoing, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and the Subsidiaries considered as one enterprise or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder or under the Indenture, the Securities or the Guarantees. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary thereof is a party or of which any of their respective property or assets is the subject which are not described in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. All of the descriptions set forth in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, of the legal and governmental proceedings by or before any court, governmental agency or body are true and accurate in all material respects.

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           (xix) Accuracy of Exhibits . There are no contracts or documents which are required to be described in the Time of Sale Prospectus and the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

           (xx) Possession of Intellectual Property . The Company and the Subsidiaries own, possess or license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property (including Intellectual Property which is licensed) or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

           (xxi) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required (i) for the performance by the Company or any of the Guarantors of their respective obligations hereunder, (ii) in connection with the offering, issuance or sale of the Securities and the Guarantees under this Agreement or the consummation of the transactions contemplated by this Agreement or (iii) for the due execution, delivery or performance by the Company or any of the Guarantors of this Agreement, the Indenture, the Securities, the Guarantees or any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of the Subsidiaries in connection with the consummation of the transactions contemplated herein and in the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of proceeds from the sale of the Securities as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”), except such as have been already obtained or as may be required under state securities laws and except such where the failure to obtain would not result in a Material Adverse Effect.

           (xxii) Possession of Licenses, Provider Agreements and Permits . The Company and the Subsidiaries possess all governmental permits, licenses, provider numbers and agreements, approvals, consents, certificates and other authorizations required (i) under the Medicare, Medicaid, TRICARE and CHAMPUS programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended (the “CLIA”), (iii) by the SAMHSA and (iv) as otherwise necessary to conduct the business now operated by them respectively, issued by CMS, the FDA, the SAMHSA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign regulatory authorities performing functions similar to their respective functions (“Governmental Authorizations”) except where failure to obtain such Governmental Authorizations would not singly or in the aggregate, result in a Material

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Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Authorizations are valid and in full force and effect, except when the invalidity of such Governmental Authorizations or the failure of such Governmental Authorizations to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Authorizations, nor are there, to the knowledge of the Company or any Guarantor, pending or threatened actions, suits, claims or proceedings against the Company or any Subsidiary before any court, governmental agency or body including, but not limited to, CMS, the FDA, and the SAMHSA or otherwise that would reasonably be expected to limit, revoke, cancel, suspend or cause not to be renewed any Governmental Authorizations, in each case, which, singly or in the aggregate, would result in a Material Adverse Effect.

           (xxiii) Licensing and Accreditation of Laboratories . All of the regional laboratories of the Company and the Subsidiaries are eligible for accreditation by CAP and are so accredited, and all of the laboratories of the Company and the Subsidiaries are in compliance, in all material respects, with the standards required by CLIA.

           (xxiv) Title to Property . The Company and the Subsidiaries have valid title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Time of Sale Prospectus and the Prospectus and reflected in the financial statements included therein; (b) are granted or created under the Credit Agreement, the Bridge Credit Agreement or the Amended and Restated Credit Agreement or (c) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Time of Sale Prospectus and the Prospectus, are in full force and effect. Except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of the Subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.

           (xxv) Insurance . The Company and the Subsidiaries carry or are entitled to the benefits of insurance, including, without limitation, professional liability insurance, with financially sound and reputable insurers, in such amounts, containing such

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deductibles and covering such risks as is reasonable and prudent in the view of the Company.

           (xxvi) Environmental Laws . Except for such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, medical specimens, petroleum or petroleum products or nuclear or radioactive material (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and the Subsidiaries have all permits, licenses, authorizations and approvals currently required for their respective businesses under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the Subsidiaries and (D) there are no events, facts or circumstances that might reasonably be expected to form the basis of any liability or obligation of the Company or any of the Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring clean-up or remediation, or any action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of the Subsidiaries relating to any Hazardous Materials or Environmental Laws.

           (xxvii) Registration Rights . Except as disclosed in the Time of Sale Prospectus and the Prospectus or the documents incorporated by reference therein, there are no holders of securities (debt or equity) of the Company, or holders of rights (including, without limitation, preemptive rights), warrants or options to obtain securities of the Company, who have the right to request the Company to register securities held by them under the 1933 Act.

           (xxviii) Compliance with Sarbanes-Oxley . There is and has been no failure on the part of the Company and its subsidiaries and their respective officers and directors to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

           (xxix) Accounting Controls . The Company and its consolidated Subsidiaries maintain a system of internal accounting controls that is in compliance with the Sarbanes-Oxley Act and is sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in

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conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

           (xxx) Investment Company Act . The Company and each of the Guarantors are not, and will not be as a result of the sale of the Securities and the Guarantees pursuant to this Agreement, an investment company within the meaning of the Investment Company Act of 1940, as amended.

           (xxxi) Similar Offering . Neither the Company nor any of its affiliates or any person acting on its or any of their behalf (other than the Underwriters, as to whom the Company makes no representation or warranty), as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the offered Securities to be registered under the 1933 Act.

           (xxxii) Reporting Company . The Company is subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

           (xxxiii) Related Party Transactions . All transactions required to be disclosed under Item 404 of Regulation S-K under the 1933 Act have been disclosed in the Time of Sale Prospectus and the Prospectus or the Company’s filings with the Commission under the 1934 Act.

           (b) Officer’s Certificates . Any certificate signed by any officer of the Company or any of its Subsidiaries, as the case may be, delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or any of the Subsidiaries to each Underwriter as to the matters covered thereby.

           SECTION 2. Sale and Delivery to Underwriters; Closing .

           (a) Securities and Guarantees . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Guarantors agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the prices set forth in Schedule C, the aggregate principal amount of Securities (including the Guarantees) set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities (including the Guarantees) which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

           (b) Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is

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advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

           (c) Payment . Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as shall be agreed upon by the Representatives, the Company and the Guarantors at 9:00 A.M. (New York Time) on June 22, 2007 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Guarantors (such time and date of payment and delivery being herein called the “Closing Time”).

           Payment shall be made to the Company and the Guarantors by wire transfer of immediately available funds to bank accounts designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities and the Guarantees to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities and the Guarantees which it has agreed to purchase. Morgan Stanley, Banc of America and Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities and the Guarantees to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

           (d) Denominations; Registration . Certificates for the Securities (including the Guarantees), shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement. The certificates for the Securities (including the Guarantees) will be made available for examination by the Representatives in The City of New York not later than 9:00 A.M. (New York Time) on the business day prior to the Closing Time.

           SECTION 3. Covenants of the Company and the Guarantors . The Company and the Guarantors, jointly and severally, covenant with each Underwriter as follows:

           (a) Delivery of Registration Statement, Time of Sale Prospectus and Prospectus . The Company and the Guarantors, as promptly as possible, will deliver to each Underwriter, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and will deliver to each Underwriter during the period mentioned in Section 3(e) or 3(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any amendments and supplements thereto and any documents incorporated therein by reference as such Underwriter may reasonably request.

           (b) Amendments and Supplements . The Company and the Guarantors will, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, furnish to you a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement to which you reasonably object and file with the

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Commission within the applicable period specified in Rule 424(b) under the 1933 Act any prospectus required to be filed pursuant to such Rule.

           (c) Free Writing Prospectus . The Company and the Guarantors will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or any Guarantor and not to use or refer to any proposed free writing prospectus to which you reasonably object.

           (d) Free Writing Prospectus (Underwriter) . The Company and the Guarantors will not take any action that would result in an Underwriter or the Company or any Guarantor being required to file with the Commission pursuant to Rule 433(d) under the 1933 Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

           (e) Amend or Supplement Time of Sale Prospectus . If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters or counsel to the Company, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantors will forthwith prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

           (f) Amend or Supplement Prospectus . If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters or counsel to the Company the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters or counsel to the Company, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantors will forthwith prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, be

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misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

           (g) Blue Sky Qualifications . The Company and the Guarantors will use their reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities and the Guarantees for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect as long as required for the sale of the Securities and the Guarantees; provided , however , that (i) the Company and the Guarantors shall in no event be required to continue in effect any such qualification for a period of more than 180 days after the Closing Time, (ii) the Company and the Guarantors will not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which they are not so qualified and (iii) the Company will not be required to subject itself to taxation (other than any nominal amount) in any jurisdiction if not otherwise so subject.

           (h) Rule 158 . The Company and the Guarantors will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to their securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

           (i) Use of Proceeds . The Company and the Guarantors will use the net proceeds received by them from the sale of the Securities and the Guarantees in the manner specified in the Time of Sale Prospectus and the Prospectus under “Use of Proceeds”.

           (j) Restriction on Sale of Securities . Except as otherwise contemplated in the Time of Sale Prospectus and the Prospectus, during the period commencing on the date hereof and ending at the Closing Time, the Company and the Guarantors will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities or guarantees of debt securities of the Company or any Guarantor or any securities convertible into or exercisable or exchangeable for any debt securities or guarantees of debt securities of the Company or any Guarantor or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any debt securities or guarantees of debt securities of the Company or any Guarantor, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any debt securities or guarantees of debt securities of the Company or any Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities and the Guarantees to be sold hereunder.

           (k) Final Term Sheet . The Company and the Guarantors will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the 1933 Act following the date the final terms have been established for the offering of the Securities.

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           (l) Reporting Requirements . The Company, during the period when the Time of Sale Prospectus or the Prospectus is required to be delivered will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

           (m) DTC Clearance . The Company and the Guarantors will use all reasonable efforts in cooperation with the Underwriters to permit the Securities and the Guarantees to be eligible for clearance and settlement through The Depository Trust Company.

           SECTION 4. Payment of Expenses .

           (a) Expenses . The Company and the Guarantors, jointly and severally, will pay all expenses incident to the performance of their respective obligations under this Agreement, including (i) the preparation, filing and printing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company (including financial statements and any schedules or exhibits) and of each amendment or supplement thereto, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), and the delivery to the Underwriters of copies of each, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, the DTC Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees, (iii) the preparation, issuance and delivery of the certificates for the Securities and the Guarantees to the Underwriters, (iv) the fees and disbursements of the Company’s and the Guarantors’ counsel, accountants and other advisors, (v) the qualification of the Securities and the Guarantees under securities laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities and the Guarantees, if any, (viii) any fees payable in connection with the rating of the Securities and (ix) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto.

           (b) Termination of Agreement . If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 10(a)(i), 10(a)(ii) or Section 12 hereof, the Company and the Guarantors, jointly and severally, shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

           SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Guarantors contained in Section 1(a) hereof or in certificates of any officer of the Company or any of the Subsidiaries delivered pursuant to the provisions hereof, to the

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performance by the Company and the Guarantors of their covenants and other obligations hereunder and to the following further conditions:

           (a) Opinion of Counsel for the Company . At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Shearman & Sterling LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit A hereto.

           (b) Opinion of Assistant General Counsel of the Company . At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Leo C. Farrenkopf, Vice President and Assistant General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit B hereto.

           (c) Opinion of Counsel for the Underwriters . At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Subsidiaries and certificates of public officials.

           (d) Officers’ Certificate . At the Closing Time, (i) the Prospectus, as it may then be amended or supplemented, including the documents incorporated by reference therein, shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) there shall not have been, since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the business, financial condition, operations, cash flow or business prospects of the Company and of the Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the Company and the Guarantors shall have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Time; and (iv) the representations and warranties of the Company and the Guarantors in Section 1(a) shall be accurate and true and correct as though expressly made at and as of the Closing Time. The Representatives shall have received a certificate of Robert A. Hageman, Senior Vice President and Chief Financial Officer of the Company and Leo C. Farrenkopf, Vice President and Assistant General Counsel of the Company, dated as of Closing Time, to such effect.

           (e) Prospectus, Final Term Sheet and Free Writing Prospectus . The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act; the final term sheet substantially in the form of Schedule C hereto, and any material required to

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be filed by the Company pursuant to Rule 433(d) under the 1933 Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any issuer free writing prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction.

           (f) PwC’s Comfort Letters and Consent . At each of the time of the execution of this Agreement and the Closing Time, the Representatives shall have received from PricewaterhouseCoopers LLP letters with respect to the Company dated the date hereof or the Closing Time, as the case may be, in form and substance satisfactory to the Representatives or to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered at the Closing Time shall use a “cut-off date” no more than three business days prior to the Closing Time.

           (g) E&Y’s Comfort Letters and Consent . At each of the time of the execution of this Agreement and the Closing Time, the Representatives shall have received from Ernst & Young LLP letters with respect to AmeriPath dated the date hereof or the Closing Time, as the case may be, in form and substance satisfactory to the Representatives or to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information of AmeriPath contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered at the Closing Time shall use a “cut-off date” no more than three business days prior to the Closing Time.

           (h) Maintenance of Rating . At Closing Time, the Securities (including the Guarantees) shall be rated at investment grade by Moody’s and S&P, and the Company and the Guarantors shall have delivered to the Representatives a letter dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities and the Guarantees have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Securities and the Guarantees or any of the Company’s and the Guarantors’ other debt securities or debt instruments by any “nationally recognized statistical rating agency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of the Securities and the Guarantees or any of the Company’s and the Guarantors’ other debt securities or debt instruments.

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           (i) Supplemental Indenture . At or prior to the Closing Time, the Company and the Trustee shall have executed and delivered the Supplemental Indenture.

           (j) Additional Documents . At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require (including any consents under any agreements to which the Company is a party) for the purpose of enabling them to pass upon the issuance and sale of the Securities and the Guarantees as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Guarantors in connection with the issuance and sale of the Securities and the Guarantees as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

           (k) Termination of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8 and 9 shall survive any such termination and remain in full force and effect.

           SECTION 6. Covenants of the Underwriters . Each Underwriter severally covenants with the Company and the Guarantors not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

           SECTION 7. Indemnification .

           (a) Indemnification of the Underwriters . The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below, as follows:

           (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or the Prospectus or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, (and other than with respect to the Registration Statement, in light of the circumstances in which they were made) not misleading;

           (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any

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litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and

           (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by any Underwriter through the Representatives expressly for use therein.

           (b) Indemnification of Company and Guarantors, Directors and Officers . Each Underwriter severally agrees to indemnify and hold harmless the Company, the Guarantors, their directors and officers, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such Underwriter through the Representatives expressly for use therein.

           (c) Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to such indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to such indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the

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same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

           (d) Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party for the indemnified party’s reasonable fees and expenses of counsel in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement effected without its consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party disputing the unpaid balance in good faith and substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement, subject to provision of notice by the indemnified party in accordance with (i) and (ii) above.

           SECTION 8. Contribution . If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other hand from the offering of the Securities and the Guarantees pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

           The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other hand in connection with the offering of the Securities and the Guarantees pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities and the Guarantees pursuant to this

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Agreement (before deducting expenses) received by the Company and the Guarantors and the total discount received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial offering prices of the Securities (including the Guarantees) as set forth on such cover of the Prospectus.

           The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors, or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

           The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

           Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities (including the Guarantees) sold by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

           No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

           For purposes of this Section 8, (a) each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and (b) each director of the Company and each Guarantor, and each person, if any, who controls the Company and each Guarantor, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company and each Guarantor. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Securities (including the Guarantees) set forth opposite their respective names in Schedule A hereto and not joint.

           SECTION 9. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of the Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any

- 23 -

Underwriter or controlling person, or by or on behalf of the Company or any Guarantor, and shall survive delivery of the Securities (including the Guarantees) to the Underwriters.

           SECTION 10. Termination of Agreement .

           (a) Termination; General . The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally recognized securities rating agency, or if such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company debt securities or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities and the Guarantees or to enforce contracts for the sale of the Securities and the Guarantees, or (iv) if trading in any securities of the Company has been suspended or limited by the Commission or the NASDAQ National Market System, or if trading generally on the New York Stock Exchange or in the NASDAQ National Market System has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

           (b) Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive such termination and remain in full force and effect.

           SECTION 11. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at Closing Time to purchase the Securities (including the Guarantees) which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

           (A) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities (including the Guarantees) to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions

- 24 -

that their respective obligations hereunder bear to the obligations of all non-defaulting Underwriters, or

           (B) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities (including the Guarantees) to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters.

           No action taken pursuant to this Section shall relieve any defaulting Underwriters from liability in respect of its default.

           In the event of any such default which does not result in a termination of this Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriters” includes any person substituted for an Underwriters under this Section 11.

           SECTION 12. Default by the Company and the Guarantors . If the Company and the Guarantors shall fail at Closing Time to sell the number of Securities (including the Guarantees) that they are obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided , however , that the provisions of Sections 1, 4, 7, 8 and 9 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or the Guarantors from liability, if any, in respect of such default.

           SECTION 13. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, attention of Investment Banking Division, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, attention of Stuart H. Gelfond, Esq.; and notices to the Company shall be directed to it at 1290 Wall Street West, Lyndhurst, New Jersey 07071, attention of General Counsel and Corporate Secretary, with a copy to Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, attention of Stephen T. Giove, Esq.

           SECTION 14. Parties . This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantors and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Guarantors and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities and Guarantees from any Underwriters shall be deemed to be a successor by reason merely of such purchase.

- 25 -

           SECTION 15. Governing Law and Time . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. SPECIFIED TIMES OF DAY HEREIN REFER TO NEW YORK CITY TIME.

           SECTION 16. Effect of Headings . The Article, Section and subsection headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

           SECTION 17. Partial Unenforceability . The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

           SECTION 18. No Advisory or Fiduciary Responsibility . Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company and the Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

           SECTION 19. General Provisions . This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This

- 26 -

Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

 

- 27 -

           If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantors in accordance with its terms.

  Very Truly Yours,  
     
  QUEST DIAGNOSTICS INCORPORATED  
 
 
  By:   /s/   Surya N. Mohapatra
    Name:   Surya N. Mohapatra, Ph. D.  
    Title: Chairman of the Board, President and Chief    
      Executive Officer  

- 28 -

 

  QUEST DIAGNOSTICS HOLDINGS INCORPORATED
QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.
QUEST DIAGNOSTICS NICHOLS INSTITUTE
QUEST DIAGNOSTICS INCORPORATED (NV)
QUEST DIAGNOSTICS INCORPORATED (MD)
QUEST DIAGNOSTICS LLC (IL)
QUEST DIAGNOSTICS LLC (CT)
QUEST DIAGNOSTICS LLC (MA)
QUEST DIAGNOSTICS INCORPORATED (MI)
QUEST DIAGNOSTICS OF PENNSYLVANIA INC.
AML INC.
AMERICAN MEDICAL LABORATORIES INCORPORATED
APL PROPERTIES LIMITED LIABILITY COMPANY
METWEST INC.
QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.
DPD HOLDINGS, INC.
DIAGNOSTIC REFERENCE SERVICES INC.
PATHOLOGY BUILDING PARTNERSHIP
UNILAB CORPORATION
FNA CLINICS OF AMERICA, INC.
LABONE, INC
EXAMONE WORLD WIDE, INC.
EXAMONE WORLD WIDE OF NJ, INC.
CENTRAL PLAINS HOLDINGS, INC.
CENTRAL PLAINS LABORATORIES, LLC
LABONE OF OHIO, INC.
OSBORN GROUP INC.
SYSTEMATIC BUSINESS SERVICES, INC.
   
   
   
  By:   /s/   Surya N. Mohapatra
    Name:   Surya N. Mohapatra, Ph. D.  
    Title: Chief Executive Officer    


  NICHOLS INSTITUTE DIAGNOSTICS
   
   
  By:   /s/   Leo C. Farrenkopf  
    Name:   Leo C. Farrenkopf, Jr.  
    Title: Secretary  


- 29 -

 

  FOCUS TECHNOLOGIES HOLDING COMPANY
FOCUS DIAGNOSTICS, INC.
   
   
  By:   /s/   Leo C. Farrenkopf
    Name:   Leo C. Farrenkopf, Jr.  
    Title: Secretary  


- 30 -

 

 

AMERIPATH, INC.
AMERIPATH CONSOLIDATED LABS, INC.
AMERIPATH FLORIDA, LLC
AMERIPATH HOSPITAL SERVICES FLORIDA, LLC
AMERIPATH INDIANA, LLC
AMERIPATH KENTUCKY, INC.
AMERIPATH MARKETING USA, INC.
AMERIPATH MICHIGAN, INC.
AMERIPATH MISSISSIPPI. INC.
AMERIPATH NEW YORK, LLC
AMERIPATH NORTH CAROLINA, INC.
AMERIPATH OHIO, INC.
AMERIPATH PENNSYLVANIA, LLC
AMERIPATH PHILADELPHIA, INC.
AMERIPATH SC, INC.
AMERIPATH TEXAS, LP.
AMERIPATH YOUNGSTOWN LABS, INC.
AMERIPATH WISCONSIN, LLC
AMERIPATH, LLC
API NO. 2, LLC
ANATOMIC PATHOLOGY SERVICES, INC.
ARIZONA PATHOLOGY GROUP, INC.
DERMATOPATHOLOGY SERVICES, INC.
DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC
KAILASH B. SHARMA, M.D., INC.
OCMULGEE MEDICAL PATHOLOGY ASSOCIATION INC.
O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC
PCA OF DENVER, INC.
PCA OF NASHVILLE, INC.
PETER G. KLACSMANN M.D., INC.
REGIONAL PATHOLOGY CONSULTANTS, LLC
ROCKY MOUNTAIN PATHOLOGY, LLC
SHARON G. DASPIT, M.D., INC.
SHOALS PATHOLOGY ASSOCIATES, INC.
SPECIALTY LABORATORIES, INC.
STRIGEN, INC.
TID ACQUISITION CORP.

   
   
   
  By:   /s/   Leo C. Farrenkopf
    Name:   Leo C. Farrenkopf, Jr.  
    Title: Secretary  


- 31 -

 
 

  ENTERIX INC.
  HEMOCUE, INC.
   
  By:   /s/   Paul Rust
    Name:   Paul Rust  
    Title: President  



  QUEST DIAGNOSTICS INVESTMENTS INCORPORATED
QUEST DIAGNOSTICS FINANCE INCORPORATED
   
   
  By:   /s/   Stephen A. Calamari
    Name:   Stephen A. Calamari  
    Title: Treasurer  

- 32 -

CONFIRMED AND ACCEPTED,
   as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
By: MORGAN STANLEY & CO. INCORPORATED

 
 
By:       /s/ Yurij Slyz
      Authorized Signatory  

For itself and the other Underwriters
named in Schedule A hereto.

- 33 -

SCHEDULE A – UNDERWRITERS

Name of Underwriter     Principal Amount     Principal Amount  
    of 6.40% Senior Notes     of 6.95% Senior Notes  
    Due 2017 To Be     Due 2037 To Be  
    Purchased     Purchased  
 
Morgan Stanley & Co. Incorporated     $131,250,000       $148,750,000    
Banc of America Securities LLC     $93,750,000       $106,250,000    
Merrill Lynch, Pierce, Fenner & Smith     $93,750,000       $106,250,000    
                        Incorporated              
Barclays Capital Inc.     $18,750,000       $21,250,000    
J.P. Morgan Securities Inc.     $18,750,000       $21,250,000    
Wachovia Capital Markets, LLC     $18,750,000       $21,250,000    
            Total:     $375,000,000       $425,000,000    

- 1 -

SCHEDULE B – TIME OF SALE PROSPECTUS

1.  

Prospectus dated June 19, 2007 relating to the Shelf Securities

 
2.

Preliminary prospectus supplement dated June 19, 2007 relating to the Securities

 
3.

Final Term Sheet for the Securities

 

- 1 -

SCHEDULE C – FINAL TERM SHEET

 

 

 

 

 

 

- 2 -

SCHEDULE D – GUARANTORS

  Guarantor     Ownership     Place of Incorporation or  
      Formation  
  Ameripath, Inc.     Quest Diagnostics Incorporated     Delaware  
    (DE)    
  Quest Diagnostics Holdings     Quest Diagnostics Incorporated     Delaware  
  Incorporated   (DE)    
  Quest Diagnostics Clinical     Quest Diagnostics Holdings     Delaware  
  Laboratories, Inc.   Incorporated    
  Quest Diagnostics Incorporated     AML Inc.     Nevada  
  (NV)      
  Quest Diagnostics Incorporated     Quest Diagnostics Incorporated     Maryland  
  (MD)   (DE)    
  Quest Diagnostics LLC (IL)     Quest Diagnostics Incorporated     Illinois  
    (DE)    
  Quest Diagnostics LLC (CT)     Quest Diagnostics Incorporated     Connecticut  
    (DE)    
  Quest Diagnostics LLC (MA)     Quest Diagnostics Incorporated     Massachusetts  
    (DE)    
  Quest Diagnostics Incorporated     Quest Diagnostics Incorporated     Michigan  
  (MI)   (DE)    
  Quest Diagnostics of     Quest Diagnostics Incorporated     Delaware  
  Pennsylvania, Inc.   (DE)    
  AML Inc.     American Medical Laboratories     Delaware  
    Incorporated    
  American Medical Laboratories     Quest Diagnostics Incorporated     Delaware  
  Incorporated   (DE)    
  APL Properties Limited Liability     Quest Diagnostics Incorporated     Nevada  
  Company   (NV)    
  Central Plains Holdings, Inc.     Lab One , Inc. (MO)     Kansas  
  Central Plains Laboratories, LLC     Central Plains Holdings, Inc.     Kansas  
    (KS)    
  Enterix Inc.     Quest Diagnostics Incorporated     Delaware  
    (DE)    
  Examone World Wide, Inc.     Lab One , Inc. (MO)     Pennsylvania  
  Examone World Wide of NJ, Inc.     Examone World Wide, Inc.     New Jersey  
    (PA)    
  FNA Clinics of America, Inc.     Unilab Corporation (DE)     Delaware  
  Focus Diagnostics, Inc.     Focus Technologies Holding     Delaware  
    Company (DE)    
  Focus Technologies Holdings     Quest Diagnostics Incorporated     Delaware  
  Company   (DE)    
  Lab One , Inc.     Quest Diagnostics Incorporated     Missouri  
    (DE)    
  Labone of Ohio, Inc.     Lab One , Inc. (MO)     Delaware  

- 1 -

  MetWest Inc.    
DPD Holdings, Inc. (DE)
  Delaware  
  Nichols Institute Diagnostics    
Quest Diagnostics Incorporated
  California  
   
(DE)
 
  Osborn Group Inc.    
Lab One , Inc. (MO)
  Delaware  
  Quest Diagnostics Nichols    
AML Inc.
  Virginia  
  Institute, Inc.  
 
 
  Quest Diagnostics Nichols    
Quest Diagnostics Incorporated
  California  
  Institute  
(DE)
 
  DPD Holdings, Inc.    
Quest Diagnostics Incorporated
  Delaware  
   
(DE)
 
  Diagnostics Reference Services    
Quest Diagnostics Incorporated
  Maryland  
  Inc.  
(MD)
 
  Systematic Business Services,    
Lab One , Inc. (MO)
  Missouri  
  Inc.  
 
 
  Pathology Building Partnership    
Diagnostic Reference Services
  Maryland  
   
Inc. (MD) - 50%; Quest
 
   
Diagnostics Incorporated (MD)
 
   
– 50%
 
  Hemocue, Inc    
Quest Diagnostics Incorporated
  California  
   
(DE)
 
  AmeriPath Florida LLC    
AmeriPath, Inc. (DE)
  Delaware  
  AmeriPath Hospital Services    
AmeriPath, Inc. (DE)
  Delaware  
  Florida LLC  
 
 
  AmeriPath New York, LLC    
AmeriPath, Inc. (DE)
  Delaware  
  AmeriPath Ohio, LLC    
AmeriPath, Inc. (DE)
  Delaware  
  AmeriPath Texas, L.P    
AmeriPath, LLC (DE)
  Delaware  
  AmeriPath, LLC    
AmeriPath, Inc. (DE)
  Delaware  
  API No. 2, LLC    
AmeriPath, Inc. (DE)
  Delaware  
  TID Acquisition Corp.    
AmeriPath, Inc. (DE)
  Delaware  
  Unilab Corporation    
Quest Diagnostics Incorporated
  Delaware  
   
(DE)
 
  Specialty Laboratories, Inc.    
AmeriPath, Inc. (DE)
  California  
  AmeriPath Consolidated Labs,    
AmeriPath, Inc. (DE)
  Florida  
  Inc.  
 
 
  AmeriPath Marketing USA, Inc.    
AmeriPath, Inc. (DE)
  Florida  
  AmeriPath Indiana, LLC    
AmeriPath, Inc. (DE)
  Indiana  
  AmeriPath Kentucky, Inc.    
AmeriPath, Inc. (DE)
  Kentucky  
  AmeriPath Michigan, Inc.    
AmeriPath, Inc. (DE)
  Michigan  
  AmeriPath Mississippi, Inc.    
AmeriPath, Inc. (DE)
  Mississippi  
  AmeriPath North Carolina, Inc.    
AmeriPath, Inc. (DE)
  North Carolina  
  AmeriPath Pennsylvania, LLC    
AmeriPath, Inc. (DE)
  Pennsylvania  
  AmeriPath Philadelphia, Inc.    
AmeriPath, Inc. (DE)
  New Jersey  
  AmeriPath SC, Inc.    
AmeriPath, Inc. (DE)
  South Carolina  
  AmeriPath Wisconsin, LLC.    
AmeriPath, Inc. (DE)
  Wisconsin  
  AmeriPath Youngstown Labs,
Inc.   		 
AmeriPath, Inc. (DE)
  Ohio  

- 2 -

  Anatomic Pathology Services,     AmeriPath, Inc. (DE)     Oklahoma  
  Inc.      
  Arizona Pathology Group, Inc.     Strigen, Inc. (UT)     Arizona  
  Dermatopathology Services, Inc.     AmeriPath, Inc. (DE)     Alabama  
  Shoals Pathology Associates,     AmeriPath, Inc. (DE)     Alabama  
  Inc.      
  Diagnostic Pathology     AmeriPath, Inc. (DE)     Oklahoma  
  Management Services, LLC      
  Kailash B. Sharma, M.D., Inc     AmeriPath, Inc. (DE)     Georgia  
  Sharon G Daspit, M.D., Inc     AmeriPath, Inc. (DE)     Georgia  
  Peter G. Klacsmann, M.D., Inc     AmeriPath, Inc. (DE)     Georgia  
  Ocmulgee Medical Pathology     AmeriPath, Inc. (DE)     Georgia  
  Association      
  O’Quinn Medical Pathology     AmeriPath, Inc. (DE)     Georgia  
  Association, LLC      
  PCA of Denver, Inc.     AmeriPath, Inc. (DE)     Tennessee  
  PCA of Nashville, Inc.     AmeriPath, Inc. (DE)     Tennessee  
  Regional Pathology Consultants,     Strigen, Inc. (UT)     Utah  
  LLC      
  Rocky Mountain Pathology, LLC     Strigen, Inc. (UT)     Utah  
  Strigen, Inc.     AmeriPath, Inc. (DE)     Utah  

- 3 -

  Guarantor     Ownership     Place of Incorporation or  
      Formation  
  Quest Diagnostics     Quest Diagnostics Incorporated     Delaware  
  Investments Incorporated   (DE)    
  Quest Diagnostics Finance     Quest Diagnostics Investments     Delaware  
  Incorporated   Incorporated (DE)    
  Unilab Corporation     Quest Diagnostics Incorporated     Delaware  
    (DE)    

- 4 -

SCHEDULE E – SUBSIDIARIES 1

 

  100% AmeriPath Group Holdings, Inc. (DE)
    100% AmeriPath Holdings, Inc. (DE)
      100% AmeriPath Intermediate Holdings, Inc. (DE)
        100% AmeriPath, Inc. (DE)
          100% A. Bernard Ackerman, M.D. Dermatopathology, P.C. (NY)
100% AmeriPath Cincinnati, Inc. (OH)
100% AmeriPath Cleveland, Inc. (OH)
100% AmeriPath Consolidated Labs, Inc. (FL)
100% AmeriPath Consulting Pathology Services, P.A. (NC)
100% AmeriPath 5.01(a) Corporation (TX)
100% AmeriPath Florida, LLC (DE)
100% AmeriPath Hospital Services Florida, LLC (DE)
100% AmeriPath Indemnity, Ltd. (Cayman Islands)
100% AmeriPath Indiana, LLC (IN)
100% AmeriPath Indianapolis, P.C. (IN)
100% AmeriPath Institute of Urological Pathology, P.C. (f/k/a J.J.
Humes M.D. and Assoc.)(MI)
100% AmeriPath Kentucky, Inc. (KY)
100% AmeriPath Lubbock 5.01(a) Corporation (TX)
100% AmeriPath Lubbock Outpatient 5.01(a) Corporation (f/k/a
Simpson Pathology 5.01(a) Corporation)(TX)
100% AmeriPath Marketing USA, Inc. (FL)
100% AmeriPath Michigan, Inc. (MI)
100% AmeriPath Milawaukee, S.C. (WI)
100% AmeriPath Mississippi, Inc. (MS)
100% AmeriPath New York, LLC (DE)
100% AmeriPath North Carolina, Inc. (NC)
100% AmeriPath Ohio, Inc. (DE)
               100% AmeriPath Youngstown Labs, Inc. (OH)
100% AmeriPath PAT 5.01(a) Corporation
100% AmeriPath Pennsylvania, LLC (PA)
100% AmeriPath Philadelphia, Inc. (NJ)
100% AmeriPath Pittsburgh, P.C. (PA)
100% AmeriPath San Antonio 5.01(a) Corporation (TX)
100% AmeriPath SC, Inc. (SC)
100% AmeriPath Severance 5.01(a) Corporation (TX)
100% AmeriPath Texarkana 5.01(a) Corporation (TX)
100% AmeriPath Wisconsin, LLC (WI)
100% AmeriPath Youngstown, Inc. (OH)
100% AmeriPath, LLC (DE)
               1% AmeriPath Texas, LP (DE) (general partner)
100% Anatomic Pathology Services, Inc. (OK)
100% API No. 2, LLC (DE)
               99% AmeriPath Texas, LP (DE) (limited partner)
100% Arlington Pathology Association 5.01(a) Corporation (TX)
100% Colorado Pathology Consultants, P.C. (CO)
               100% Colorado Diagnostics LLC Laboratory (CO)
100% Consulting Pathologists of Pennsylvania, P.C. (PA)
100% Dermatopathology of Wisconsin, S.C. (WI)
100% Dermatopathology Services, Inc. (AL)
100% DFW 5.01(a) Corporation (TX)

____________________________
1 Certain joint ventures and partnerships are included that may not meet the definition of Subsidiary.

- 1 -

          100% Diagnostic Pathology Management Services, LLC (OK)
100% Diagnostic Pathology Services, P.C. (OK)
100% Institute for Dermatopathology, P.C. (PA)
100% Jill A. Cohen, M.D., Inc. (AZ)
100% Kailash B. Sharma, M.D., Inc. (GA)
               33.333% Nuclear Medicine and Pathology Associates (GA)
100% Kilpatrick Pathology, P.A. (NC)
100% NAPA 5.01(a) Corporation (TX)
100% Ocmulgee Medical Pathology Association, LLC (GA)
100% O’Quinn Medical Pathology Association, LLC (GA)
100% PCA of Denver, Inc. (TN)
100% PCA of Nashville, Inc. (TN)
100% PCA Southeast II, Inc. (TN)
100% Peter G. Klacsmann, M.D., Inc. (GA)
               33.333% Nuclear Medicine and Pathology Associates (GA)
100% Rose Pathology Associates, P.C. (CO)
100% Sharon G. Daspit, M.D., Inc. (GA)
               33.333% Nuclear Medicine and Pathology Associates (GA)
100% Shoals Pathology Associates, Inc. (AL)
100% Southwest Diagnostic Laboratories, P.C. (CO)
100% Specialty Laboratories, Inc. (CA)
100% St. Luke’s Pathology Associates, P.A. (KS)
100% Strigen, Inc. (UT)
               100% Arizona Pathology Group, Inc. (AZ)
               100% Regional Pathology Consultants, LLC (UT)
               100% Rocky Mountain Pathology, LLC (UT)
100% TID Acquisition Corp. (DE)
100% Tulsa Diagnostics, P.C. (OK)
100% TXAR 5.01(a) Corporation (TX)
           
  100% Quest Diagnostics Holdings Incorporated (f/k/a SBCL, Inc.) (DE)
    100% Quest Diagnostics Clinical Laboratories, Inc. (f/k/a SmithKline Beecham
Clinical Laboratories, Inc.) (DE)
      (33-1/3%) Compunet Clinical Laboratories (OH)
(44%) Mid America Clinical Laboratories (IN)
(51%) Diagnostic Laboratory of Oklahoma LLC (OK)
           
  100% Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA)
     
  100% Quest Diagnostics Incorporated (MD)
    100% Diagnostics Reference Services Inc. (MD)
      100% Pathology Building Partnership (MD) (gen. ptnrshp.)
           
  100% Quest Diagnostics Incorporated (MI)
           
  100% Quest Diagnostics Investments Incorporated (DE)
    100% Quest Diagnostics Finance Incorporated (DE)
   
  100% Quest Diagnostics LLC (IL)

- 2 -

  100% Quest Diagnostics LLC (MA)
100% Quest Diagnostics LLC (CT)
             
  100% Unilab Corporation (DE)
    100% FNA Clinics of America, Inc. (f/k/a Unilab Acquisition Corporation) (DE)
             
  100% Quest Diagnostics of Pennsylvania Inc. (DE)
    51% Quest Diagnostics Venture LLC (PA)
    53.5% Associated Clinical Laboratories (PA) (gen. ptnrshp.)
      100% North Coast General Services, Inc. (PA)
             
  100% Quest Diagnostics of Puerto Rico, Inc.
   
  100% Quest Diagnostics Receivables Inc. (DE)
   
  100% Quest Diagnostics Ventures LLC (DE)
   
  100% DPD Holdings, Inc. (DE)
    100% MetWest Inc. (DE)
      100% Diagnostics Path Lab, Inc. (TX)
      100% Quest Diagnostics Provider Network, LLC (CO)
      49% Sonora Quest Laboratories LLC (AZ)
             
  100% American Medical Laboratories, Incorporated (DE)
    100% AML Inc. (DE)
      100% Quest Diagnostics Nichols Institute, Inc. (f/k/a Medical Laboratories
Corporation) (VA)
    100% Quest Diagnostics Incorporated (NV)
      100% APL Properties Limited Liability Company (NV)
             
  100% Enterix Inc. (DE)
    100% Enterix (Australia) Pty Limited (Australia)
      100% Enterix Pty Limited (Australia)
        100% Enterix UK Limited (UK)
             
  100% Focus Technologies Holding Company (DE)
    100% Focus Diagnostics, Inc. (DE)
             
  100% HemoCue, Inc. (CA)
  100% QDI Acquisition AB (Sweden)
    100% POCT Holding AB (Sweden)
      100% HemoCue Holding AB (Sweden)
        100% HemoCue AB (Sweden)
          100% HemoCue Oy (Finland)
        100% HemoCue GmbH (Germany)
        99.7% HemoCue AG (Switzerland)
        100% Biotest Medizintechnik GmbH (Germany)
        100% HemoCue Diagnostics B.V. (The Netherlands)

- 3 -

        100% HC Diagnostics, Limited (UK)
             
  100% Lab Portal, Inc. (DE)
   
  100% Lab One , Inc. (MO)
    100% ExamOne World Wide, Inc. (PA)
      100% ExamOne World Wide of NJ, Inc. (NJ)
    100% Systematic Business Services, Inc. (MO)
      100% Scan Tech Solutions, LLC (MO)
    100% LabOne, L.L.C. (KS)
    100% Central Plains Holdings, Inc. (KS)
      100% Central Plains Laboratories, LLC (KS)
    100% Lab One Canada, Inc. (Ontario)
      100% ExamOne Canada, Inc. (Ontario)
        100% Rapid-Med Plus Franchise Corporation (Ontario)
    100% LabOne of Ohio, Inc. (DE)
    100% Osborn Group Inc. (DE)
      100% Intellisys, Inc. (GA)
             
  100% Lifepoint Medical Corporation (DE)
    100% C&S Clinical Laboratory, Inc. (NJ) (dba Clinical Diagnostic Services)
             
  100% MedPlus, Inc. (OH)
    100% Worktiviti, Inc. (fka Universal Document Management Systems, Inc.) (OH)
    100% Valcor Associates Inc. (PA)
             
  100% Nichols Institute Diagnostics (CA)
   
  100% Nichols Institute Diagnostics Limited (UK)
   
  100% Nichols Institute Diagnostics Trading AG (Switzerland)
   
  100% Nichols Institute Diagnostika GmbH (Germany)
    100% Nichols Institute Diagnostika GmbH (Austria)
             
  100% Nichols Institute International Holding B.V. (Netherlands)
    100% Nichols Institute Diagnostics B.V. (Netherlands)
    100% Nichols Institute Diagnostics SARL (France)
             
  100% Nomad Massachusetts, Inc. (MA)
    100% Quest Diagnostics Mexico, S.A. de C.V. (f/k/a Laboratorios Clinicos de Mexico, S.A. de C.V.
(Mexico)
    100% Laboratorio de ANalisis Biomedicos, S.A. (Mexico)
             
  100% Quest Diagnostics do Brasil Ltda. (Brazil)

- 4 -

  100% Quest Diagnostics India Private Limited (India)
   
  100% Quest Diagnostics Limited (UK)
    100% The Pathology Partnership plc (UK)
             
  19.9% Clinical Genomics Pty Ltd. (Australia)

 

- 5 -

Exhibit 99.1

 

 

New Release

FOR IMMEDIATE RELEASE

 

Lyndhurst, New Jersey, May 21, 2007


 

 

Contacts:

Laure Park (Investor Relations):201-393-5030

 

Gary Samuels (Media Relations): 201) 393-5700

Quest Diagnostics Incorporated Announces Completion of Tender Offer for the 10 1/2% Senior Subordinated Notes Due 2013 of AmeriPath, Inc.

LYNDHURST, N.J., June 19 — Quest Diagnostics Incorporated (NYSE: DGX - News), the nation’s leading provider of diagnostics testing, information and services, announced today that it has completed its cash tender offer for the outstanding $350 million, 10 1/2% Senior Subordinated Notes due 2013 (the “Notes”) (CUSIP Nos. 03071D AC 3 and 03071D AA 7) of AmeriPath, Inc. (“AmeriPath”). The cash tender offer expired, as scheduled, on June 18, 2007, at 12:00 midnight, ET, (the “Expiration Date”).

As of the Expiration Date, approximately $348 million in aggregate principal amount, or 99.4% of the $350 million outstanding Notes had been validly tendered and not withdrawn. The total consideration, which is payable to holders who tendered their notes at or prior to June 4, 2007, 5:00 p.m., ET, (the “Consent Deadline”), was $1,088.58 for each $1,000 principal amount of Notes, while the tender offer consideration, which is payable to holders who tendered their notes after the Consent Deadline, was $1,058.58 for each $1,000 principal amount of notes validly tendered and not withdrawn prior to the Expiration Date.

In addition, as previously announced, after receipt of the requisite consents, the Company and U.S. Bank National Association, the trustee under the Indenture governing the Notes, entered into a supplemental indenture, which amended the Indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. The amendments to the Indenture became operative on June 8, 2007.

The tender offer and the related consent solicitation to amend the indenture pursuant to which the Notes were issued were made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 21, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent.

Morgan Stanley & Co. Incorporated acted as Dealer Manager for the tender offer and consent solicitation. The Information Agent and Depositary was Global Bondholder Services Corporation. Persons with questions regarding the tender offer and consent solicitation should contact Morgan Stanley & Co. Incorporated at (212) 761-5384 (attn: Tate Forrester).

About Quest Diagnostics

Quest Diagnostics is the leading provider of diagnostic testing, information and services that patients and doctors need to make better healthcare decisions. The company offers the broadest access to diagnostic testing services through its national network of laboratories and patient service centers, and provides interpretive consultation through its extensive medical and scientific staff. Quest Diagnostics is a pioneer in developing innovative new diagnostic tests and advanced healthcare information technology solutions that help improve patient care. Additional company information is available at www.questdiagnostics.com.

This communication contains certain forward-looking statements. These forward-looking statements are based on management’s current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Certain of these risks and uncertainties may include, but are not limited to the risks and uncertainties described in the Quest Diagnostics Incorporated 2006 Form 10-K and subsequent filings.