Exhibit 4.14 


EXECUTION VERSION 


	
  

 
	 

 


QUEST DIAGNOSTICS INCORPORATED,


as Issuer


THE SUBSIDIARY GUARANTORS NAMED HEREIN,


as Subsidiary Guarantors


and


THE BANK OF NEW YORK MELLON,


as Trustee


Thirteenth Supplemental Indenture


Dated as of November 17, 2009


	
  

 
	 

 













	
  

 	
  

 	
  

 
	
 TABLE OF CONTENTS

 
	
  

 	
  

 	
 Page

 
	
  

 
	
 ARTICLE I. DEFINITIONS

 	
  

 	
 2

 
	
  

 
	
 SECTION 1.1. Certain Terms Defined in the Indenture

 	
  

 	
 2

 
	
  

 
	
 SECTION 1.2. Definitions

 	
  

 	
 2

 
	
  

 
	
 ARTICLE II. FORM AND TERMS
 OF THE NOTES

 	
  

 	
 5

 
	
  

 
	
 SECTION 2.1. Form and Dating

 	
  

 	
 5

 
	
  

 
	
 SECTION 2.2. Terms of the Notes

 	
  

 	
 6

 
	
  

 
	
 SECTION 2.3 Application of the Terms of the Second Supplemental
 Indenture

 	
  

 	
 8

 
	
  

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

 	
  

 	
 8

 
	
  

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

 	
  

 	
 8

 
	
  

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

 	
  

 	
 8

 
	
  

 
	
 SECTION 2.7. Additional Events of Default

 	
  

 	
 9

 
	
  

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

 	
  

 	
 9

 
	
  

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

 	
  

 	
 9

 
	
  

 
	
 SECTION 2.10. Limitations on Subsidiary Indebtedness and Preferred
 Stock

 	
  

 	
 9

 
	
  

 
	
 SECTION 2.11. Repurchase of Notes Upon a Change of Control

 	
  

 	
 9

 
	
  

 
	
 ARTICLE III. MISCELLANEOUS

 	
  

 	
 11

 
	
  

 
	
 SECTION 3.1. Governing Law

 	
  

 	
 11

 
	
  

 
	
 SECTION 3.2. Separability

 	
  

 	
 11

 
	
  

 
	
 SECTION 3.3. Counterparts

 	
  

 	
 11

 
	
  

 
	
 SECTION 3.4. Ratification

 	
  

 	
 11

 
	
  

 
	
 SECTION 3.5. Effectiveness

 	
  

 	
 12

 


1









	
  

 	
  

 	
  

 
	
 EXHIBIT A— Form of 4.750%
 Senior Note due 2020

 	
  

 	
 A-1

 
	
  

 	
  

 	
  

 
	
 EXHIBIT B— Form of 5.750%
 Senior Note due 2040

 	
  

 	
 B-1

 
	
  

 	
  

 	
  

 
	
 EXHIBIT C—Form of
 Additional Subsidiary Guarantee

 	
  

 	
 C-1

 


2





THIRTEENTH SUPPLEMENTAL INDENTURE


                    SUPPLEMENTAL
INDENTURE (this “Thirteenth Supplemental Indenture”), dated as of November 17,
2009 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the
“Company”), THE BANK OF NEW YORK MELLON, 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 further supplemented by a Ninth Supplemental
Indenture, dated as of September 30, 2006 (the “Ninth Supplemental Indenture”),
as further supplemented by the Tenth Supplemental Indenture, dated as of June
22, 2007 (the “Tenth Supplemental Indenture”), as further supplemented by the
Eleventh Supplemental Indenture, dated as of June 22, 2007 (the “Eleventh Supplemental
Indenture”), as further supplemented by the Twelfth Supplemental Indenture,
dated as of June 25, 2007 (the “Twelfth Supplemental Indenture”), and as
further supplemented by this Thirteenth Supplemental Indenture (the “Thirteenth
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 $500,000,000 aggregate principal amount of a new
series of the Company’s 4.750% Senior Notes due January 30, 2020 guaranteed by
the Subsidiary Guarantors (the “Notes due 2020”) and $250,000,000 aggregate
principal amount of a new series of the Company’s 5.750% Senior Notes due
January 30, 2040 guaranteed by the Subsidiary Guarantors (the “Notes due 2040”,
and together with the Notes due 2020, 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 $750,000,000 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 


1





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 or Officers’ Certificate pursuant
to Section 301 of the Base Indenture (a “Future Officers’ Certificate”)); 


                    WHEREAS,
all things necessary to make this Thirteenth 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 Thirteenth 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: 


          “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 


2





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. 


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


          “Continuing
Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date
the Notes were issued or (2) was nominated for election, elected or appointed
to such Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination,
election or appointment (either by a specific vote or by approval of the proxy
statement of the Company in which such member was named as a nominee for
election as a director, without objection to such nomination). 


          “Existing
Receivables Credit Facility” means the receivables-backed financing transaction
pursuant to (1) the Third Amended and Restated Receivables Sales Agreement,
dated as of December 12, 2008 between 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 Fourth Amended and Restated
Credit and Security Agreement, dated as of June 11, 2008, 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 Bank of
Tokyo Mitsubishi, 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 Group Holdings, Inc., AmeriPath Holdings, Inc., AmeriPath Hospital
Services Florida, LLC, AmeriPath Indiana, LLC, AmeriPath Intermediate Holdings,
Inc., 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, 


3





LLC, AmeriPath Philadelphia,
Inc., AmeriPath SC, Inc., AmeriPath Texas, LP, AmeriPath Wisconsin, LLC,
AmeriPath Youngstown Labs, Inc., AmeriPath, Inc., AmeriPath, LLC, Anatomic
Pathology Services, Inc., API No. 2, LLC, APL Properties Limited Liability
Company, Arizona Pathology Group, Inc., Central Plains Holdings, Inc.,
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., Focus Diagnostics, Inc.,
Focus Technologies Holding Company, HemoCue, Inc., Kailash B. Sharma, M.D.,
Inc., LabOne of Ohio, Inc., LabOne, Inc., MedPlus, 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., TID Acquisition Corp. and
Unilab Corporation. 


          “Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by
Fitch, 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. 


          “Rating
Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch 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, S&P or Fitch, or all of them, as the case
may be. 


          “Rating
Event” means the rating on the Notes is lowered by at least two of the Rating
Agencies and the Notes are rated below an Investment Grade Rating by at least
two 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 


4





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. 


          “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 2020, 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 2040, 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. 


                    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

 


5









	
  

 	
  

 
	
  

 	
 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 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 Mellon 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
 Mellon 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
 Company 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: 


6









	
  

 	
  

 
	
  

 	
                     (a)          The
 Notes due 2020 shall constitute a series of Securities having the title
 “Senior Notes due 2020” and the Notes due 2040 shall constitute a separate
 series of Securities having the title “Senior Notes due 2040.” 

 
	
  

 	
  

 
	
  

 	
                     (b)          The
 aggregate principal amount of the Notes due 2020 that may be initially
 authenticated and delivered under the Indenture (except for Notes due 2020
 authenticated and delivered upon registration of, transfer of, or in exchange
 for, or in lieu of, other Notes due 2020 pursuant to Sections 304, 305, 306,
 906 or 1107 of the Indenture) shall be $500,000,000. The aggregate principal
 amount of the Notes due 2040 that may be initially authenticated and
 delivered under the Indenture (except for Notes due 2040 authenticated and
 delivered upon registration of, transfer of, or in exchange for, or in lieu
 of, other Notes due 2040 pursuant to Sections 304, 305, 306, 906 or 1107 of
 the Indenture) shall be $250,000,000. 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 2020 shall be payable on
 January 30, 2020, and the entire outstanding principal of the Notes due 2040
 shall be payable on January 30, 2040. 

 
	
  

 	
  

 
	
  

 	
                     (d)          The
 rate at which the Notes due 2020 shall bear interest shall be 4.750% per
 annum and the rate at which the Notes due 2040 shall bear interest shall be
 5.750% per annum; the date from which interest shall accrue on the Notes
 shall be November 17, 2009, or the most recent Interest Payment Date to which
 interest has been paid or provided for; the Interest Payment Dates for the
 Notes January 30 and July 30 of each year, beginning July 30, 2010; 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 January 15 or July 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 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 

 


7









	
  

 	
  

 
	
  

 	
 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 2020 and the Notes due 2040 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 Notes due 2020, and 25 basis points for the Notes due
 2040. 

 
	
  

 	
  

 
	
  

 	
                     (g)          Each
 of the Notes due 2020 and the Notes due 2040 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. 




	
  

 	
  

 
	
  

 	
                     (a)
 Except as may be provided in a Future Supplemental Indenture, no provisions
 of the Second Supplemental Indenture shall apply to the Notes and no such
 provisions shall form a part of this Indenture with respect to the Notes. 

 
	
  

 	
  

 
	
  

 	
                     (b)
 Except as may be provided in a Future Supplemental Indenture or Future
 Officers’ Certificate, no provisions of the Second Supplemental Indenture
 shall apply to any future series of Securities and no such provisions shall
 form a part of this Indenture with respect to any future series of
 Securities. 

 



                    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. 


                    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. 


8






                    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. 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 any Subsidiary of the Company
 in anticipation of such Subsidiary becoming a Subsidiary Guarantor pursuant
 to Article Sixteen of the Indenture.

 



                    SECTION
2.11. 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

 


9









	
  

 	
  

 
	
  

 	
 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:



	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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

 


10









	
  

 	
  

 
	
  

 	
 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
Thirteenth 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 Thirteenth 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 Thirteenth 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
Thirteenth 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 Indenture, the Eighth
Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth
Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth
Supplemental Indenture and this Thirteenth 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, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture and this Thirteenth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument. All provisions included in this Thirteenth 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 Thirteenth Supplemental Indenture, and agrees to perform
the 


11





same upon the
terms and conditions of the Indenture, as supplemented by this Thirteenth
Supplemental Indenture. 


                    SECTION
3.5. Effectiveness. 


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


[Remainder of page intentionally left blank.]


12





                    IN
WITNESS WHEREOF, the parties hereto have caused this Thirteenth 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 O’Keef

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: Robert
 O’Keef

 
	
  

 	
  

 	
 Title: Vice
 President and Treasurer

 


13









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
 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

 
	
  

 	
 LABONE, INC

 
	
  

 	
 EXAMONE
 WORLD WIDE, INC.

 
	
  

 	
 EXAMONE
 WORLD WIDE OF NJ, INC.

 
	
  

 	
 CENTRAL
 PLAINS HOLDINGS, INC.

 
	
  

 	
 LABONE OF
 OHIO, INC.

 
	
  

 	
 OSBORN GROUP
 INC.

 
	
  

 	
 NICHOLS
 INSTITUTE DIAGNOSTICS

 
	
  

 	
 FOCUS
 TECHNOLOGIES HOLDING COMPANY
FOCUS DIAGNOSTICS, INC.

 
	
  

 	
 AMERIPATH GROUP HOLDINGS, INC. 

 
	
  

 	
 AMERIPATH HOLDINGS, INC.

 
	
  

 	
 AMERIPATH,
 INC. 

 
	
  

 	
 AMERIPATH INTERMEDIATE HOLDINGS, 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. 

 


14









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
 MEDPLUS, 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. 

 
	
  

 	
 ENTERIX INC.
 

 
	
  

 	
 HEMOCUE,
 INC.

 






	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Robert O’Keef

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: Robert
 O’Keef

 
	
  

 	
  

 	
 Title: Vice
 President and Treasurer

 


15









	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INVESTMENTS INCORPORATED

 
	
  

 	
 QUEST
 DIAGNOSTICS FINANCE INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert S. Galen, M.D.

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: Robert
 S. Galen, M.D.

 
	
  

 	
  

 	
 Title:
 President and Medical Director

 


16









	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF
 NEW YORK MELLON,

 
	
  

 	
  

 	
 as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Christopher Greene

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:
 Christopher Greene

 
	
  

 	
  

 	
 Title: Vice
 President

 


17






EXHIBIT A


Form of 4.750% Senior Note due 2020


                    [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


4.750% Senior Note due 2020


Unconditionally guaranteed as to payment of

principal of and interest by

the Subsidiary Guarantors


	
  

 	
  

 
	
 No.  0  (Specimen)

 	
 $500,000,000

 
	
  

 	
  

 
	
 CUSIP: 74834L AP5

 	
  

 



                    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 $500,000,000 on January 30, 2020 (the
“Stated Maturity”) (except to the extent redeemed or repaid prior to the Stated
Maturity) and to pay interest thereon from November 17, 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for semi-annually at the rate of 4.750% per annum, on January 30 and July 30,
commencing with July 30, 2010, 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 January 15 or July 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 


A-2





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 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
November 17, 2009 (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 “4.750% Senior Notes due 2020” (collectively, the
“Notes”), initially limited in aggregate principal amount to $500,000,000.


                    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 $500,000,000 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 


A-3





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.


                    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 


A-4





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 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 


A-5





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.


                    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.


A-6






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


Dated:
November 17, 2009


	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:  

 	
  

 
	
  

 	
  

 	



 
	
  

 	
 Name: Robert
 O’Keef

 
	
 Attest:

 	
 Title:   Vice
 President and Treasurer

 






	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
 Name:
 William J. O’Shaughnessy, Jr. 

 
	
 Title:
 Assistant General Counsel and Corporate Secretary

 


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
Thirteenth Supplemental Indenture.


	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF
 NEW YORK MELLON

 
	
  

 	
 as Trustee

 
	
  

 	
 
By:  

 	
  

 
	
  

 	
  

 	



 
	
  

 	
 Vice
 President

 
	
  

 	
 Authorized
 Signatory

 
	
 Dated:
 November 17, 2009

 


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, the Tenth
Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth
Supplemental Indenture and the Thirteenth 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


A-9





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 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


A-10





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 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:
November 17, 2009 


	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
 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

 
	
  

 	
 LABONE, INC

 
	
  

 	
 EXAMONE WORLD WIDE, INC.

 
	
  

 	
 EXAMONE WORLD WIDE OF NJ,
 INC.

 
	
  

 	
 CENTRAL PLAINS HOLDINGS,
 INC.

 
	
  

 	
 LABONE OF OHIO, INC.

 
	
  

 	
 OSBORN GROUP INC.

 
	
  

 	
 NICHOLS INSTITUTE
 DIAGNOSTICS

 
	
  

 	
 FOCUS TECHNOLOGIES HOLDING
 COMPANY

 
	
  

 	
 FOCUS DIAGNOSTICS, INC.

 
	
  

 	
 AMERIPATH GROUP HOLDINGS,
 INC.

 
	
  

 	
 AMERIPATH HOLDINGS, INC.

 
	
  

 	
 AMERIPATH, INC.

 
	
  

 	
 AMERIPATH INTERMEDIATE
 HOLDINGS, 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.

 






A-12









	
  

 	
  

 
	
  

 	
 AMERIPATH NEW YORK, LLC

 
	
  

 	
 AMERIPATH NORTH CAROLINA,
 INC.

 
	
  

 	
 AMERIPATH OHIO, INC.

 
	
  

 	
 AMERIPATH PENNSYLVANIA,
 LLC

 
	
  

 	
 AMERIPATH PHILADELPHIA,
 INC.

 
	
  

 	
 AMERIPATH SC, INC.

 
	
  

 	
 AMERIPATH TEXAS, L.P.

 
	
  

 	
 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.

 
	
  

 	
 MEDPLUS, 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.

 
	
  

 	
 ENTERIX INC.

 
	
  

 	
 HEMOCUE, INC.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: Robert O’Keef

 
	
  

 	
  

 	
  

 	
 Title: Vice President and
 Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 
	
  

 
	
 Name:

 	
 William J.
 O’Shaughnessy, Jr.

 	
  

 	
  

 
	
 Title:

 	
 Assistant
 General Counsel

 and Corporate Secretary

 	
  

 	
  

 


A-13









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 QUEST DIAGNOSTICS
 INVESTMENTS INCORPORATED

 
	
  

 	
  

 	
 QUEST DIAGNOSTICS FINANCE
 INCORPORATED

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
           Name:

 
	
  

 	
  

 	
  

 	
           Title:

 
	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 
	
 Name:

 	
 William J. O’Shaughnessy,
 Jr.

 	
  

 	
  

 
	
 Title:

 	
 Assistant General Counsel

 and Corporate Secretary

 	
  

 	
  

 


A-14





EXHIBIT B 


Form of 5.750% Senior Note due 2040


                    [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


5.750% Senior Note due 2040 


Unconditionally guaranteed as to payment of

principal of and interest by

the Subsidiary Guarantors


	
  

 	
  

 
	
 No. 0
 (Specimen)

 	
 $250,000,000 

 



CUSIP: 74834L AQ3 


                    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 $250,000,000 on January 30, 2040 (the
“Stated Maturity”) (except to the extent redeemed or repaid prior to the Stated
Maturity) and to pay interest thereon from November 17, 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for semi-annually at the rate of 5.750% per annum, on January 30 and July 30,
commencing with July 30, 2010, 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 January 15 or July 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. 


B-2





                    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 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 November 17,
2009 (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 “5.750% Senior Notes due 2040” (collectively, the “Notes”),
initially limited in aggregate principal amount to $250,000,000. 


                    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 $250,000,000 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 


B-3





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. 


                    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 


B-4





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 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 


B-5





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. 


                    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. 


B-6





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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:
 November 17, 2009

 	
  

 	
  

 
	
  

 	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	



 
	
  

 	
  

 	
 Name:

 	
 Robert
 O’Keef

 
	
 Attest:

 	
 Title:

 	
 Vice
 President and Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 	
  

 
	
  

 	



 	
  

 	
  

 
	
 Name:
 William J. O’Shaughnessy, Jr.

 	
  

 
	
 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
Thirteenth Supplemental Indenture. 


	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK
 MELLON

 as Trustee

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	



 
	
  

 	
 Vice President

 
	
  

 	
 Authorized Signatory

 
	
  

 	
  

 
	
 Dated: November 17, 2009

 	
  

 


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, the Tenth
Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth
Supplemental Indenture and the Thirteenth 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 


B-9





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 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). 


B-10





                    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 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: November 17, 2009 


	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
 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

 
	
  

 	
 LABONE, INC

 
	
  

 	
 EXAMONE
 WORLD WIDE, INC.

 
	
  

 	
 EXAMONE
 WORLD WIDE OF NJ, INC.

 
	
  

 	
 CENTRAL
 PLAINS HOLDINGS, INC.

 
	
  

 	
 LABONE OF
 OHIO, INC.

 
	
  

 	
 OSBORN GROUP
 INC.

 
	
  

 	
 NICHOLS
 INSTITUTE DIAGNOSTICS

 
	
  

 	
 FOCUS
 TECHNOLOGIES HOLDING COMPANY

 
	
  

 	
 FOCUS
 DIAGNOSTICS, INC.

 
	
  

 	
 AMERIPATH
 GROUP HOLDINGS, INC.

 
	
  

 	
 AMERIPATH
 HOLDINGS, INC.

 
	
  

 	
 AMERIPATH,
 INC.

 
	
  

 	
 AMERIPATH
 INTERMEDIATE HOLDINGS, 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

 


B-12









	
  

 	
  

 
	
  

 	
 AMERIPATH
 NORTH CAROLINA, INC.

 
	
  

 	
 AMERIPATH
 OHIO, INC.

 
	
  

 	
 AMERIPATH
 PENNSYLVANIA, LLC

 
	
  

 	
 AMERIPATH
 PHILADELPHIA, INC.

 
	
  

 	
 AMERIPATH
 SC, INC.

 
	
  

 	
 AMERIPATH
 TEXAS, L.P.

 
	
  

 	
 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.

 
	
  

 	
 MEDPLUS,
 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.

 
	
  

 	
 ENTERIX INC.

 
	
  

 	
 HEMOCUE,
 INC.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
           Name:
 Robert O’Keef

 
	
  

 	
  

 	
           Title:
 Vice President and Treasurer

 






	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	 

 	
  

 






	
  

 	
  

 	
  

 
	
 Name:

 	
 William J. O’Shaughnessy,
 Jr.

 	
  

 
	
 Title:

 	
 Assistant General Counsel

 	
  

 
	
  

 	
 and Corporate Secretary

 	
  

 


B-13









	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INVESTMENTS INCORPORATED

 
	
  

 	
 QUEST
 DIAGNOSTICS FINANCE INCORPORATED

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
           Name:

 
	
  

 	
  

 	
           Title:

 






	
  

 	
  

 	
  

 
	
 Attest:

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	 

 	
  

 






	
  

 	
  

 
	
 Name:

 	
 William J.
 O’Shaughnessy, Jr.

 
	
 Title:

 	
 Assistant
 General Counsel

 
	
  

 	
 and
 Corporate Secretary

 


B-14





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 


C-1





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 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) 


C-2





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 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