proposed amendments to the indenture described below and receipt of adequate financing. The tender offer is made upon the terms and conditions set forth in Quest Diagnostics' Offer to Purchase and Consent Solicitation Statement dated May 21, 2007. The tender offer will expire at 12:00 midnight, ET, on June 18, 2007, unless extended or terminated by Quest Diagnostics. Under the terms of the tender offer, Quest Diagnostics will purchase the outstanding notes at a price to be determined ten business days prior to the expiration date of the tender offer by reference to a fixed spread of 50 basis points over the yield to maturity of the 4.625% U.S. Treasury Note due March 31, 2008. Included in this purchase price is a consent payment equal to $30 per $1,000 principal amount of the notes for those noteholders who are entitled to such payment. In connection with the tender offer, Quest Diagnostics is also seeking consents from the noteholders to certain proposed amendments to the indenture governing the notes. The purpose of the proposed amendments is to eliminate substantially all of the restrictive provisions in the indenture. Subject to certain conditions, only noteholders who consent to the proposed amendments by validly tendering their notes prior to the consent deadline (5:00 p.m., ET, on June 4, 2007, unless extended) will receive the consent payment. Tendered notes may not be withdrawn and consents may not be revoked after the end of the consent period. Payment for notes validly tendered prior to the consent deadline is expected to be made promptly following the consent deadline on an early settlement date. Morgan Stanley & Co. Incorporated will act as Dealer Manager for the tender offer and consent solicitation. People with questions regarding the tender offer and consent solicitation should contact Morgan Stanley & Co. Incorporated at (212) 761-5384. The Information Agent and Depositary is |