1
EXHIBIT 4.4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") effective as of the 18th day of October,
2000, amends and modifies, at the Company's direction, a certain Rights
Agreement dated as of December 31, 1996, as previously amended (the "Rights
Agreement") between Quest Diagnostics Incorporated (the "Company") and Harris
Trust and Savings Bank, as Rights Agent. All terms defined in the Rights
Agreement shall have the same meanings in this Amendment unless otherwise
defined.
WHEREAS, Quest Diagnostics Incorporated (the "Corporation") has previously
appointed Harris Trust and Savings Bank or an affiliate thereof ("Harris") as
Rights Agent under the Rights Agreement; and
WHEREAS, Section 21 of the Rights Agreement headed "Change of Rights
Agent" provides for the appointment of a successor Rights Agent, and sets forth
specified requirements for any such successor Rights Agent; and
Whereas, Harris wishes to terminate its appointment, as of the Effective
Date stated below, as Rights Agent in light of the transfer of certain of its
operations to Computershare Investor Services, L.L.C., a Delaware limited
liability company, together with its affiliates, ("Computershare"); and
WHEREAS, the Company wishes to appoint Computershare as successor Rights
Agent and Computershare consents to such appointment; and
WHEREAS, effective December 8, 1999, the Rights Agreement was amended to
increase the exercise price of a Right under Section 7(b) of the Right Agreement
from $35 to $125; and
WHEREAS, on October 18, 2000, the Board of Directors of the Company
adopted a resolution approving the amendment of the Rights Agreement to increase
the exercise price of a Right under Section 7(b) of the Rights Agreement from
$125 to $500;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. All terms not defined herein have the meanings set forth in the
Rights Agreement.
2. The sentence in Section 21 that begins on line 24 of page 52 with
"Any successor rights agent. . . ." and ends on line 9 of page 53
with ". . . combined capital and surplus of at least $50,000,000" is
hereby deleted and replaced as follows:
Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be: (a) a corporation, limited liability company
or trust company (or
2
similar form of entity under the laws of any state of the United
States or a foreign jurisdiction) authorized to conduct business
under the laws of the United States or any state of the United
States, which is authorized under such laws to exercise corporate
trust, fiduciary or stockholder services powers and is subject to
supervision or examination by a federal or state authority and which
has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $10,000,000; or (b) an Affiliate
controlled by a corporation, limited liability company or entity
described in clause (a) of this sentence.
3. Computershare Investor Services, LLC ("Computershare") is hereby
appointed as Successor Rights Agent under the above Rights
Agreement, succeeding Harris, effective as of the date of this
Amendment ("Effective Date"), to act in accordance with and pursuant
to the terms and conditions of the Rights Agreement.
4. Computershare's execution of this Agreement shall constitute the
acceptance by Computershare of the agency herein conferred, and
shall evidence its agreement to carry out and perform its duties
under the Rights Agreement in accordance with the provisions
thereof, as previously and hereby amended.
5. Computershare and its affiliates will be entitled to rely and act
upon any written orders or directions regarding the issuance and
delivery of certificates for the above described shares signed by
the Secretary or any Assistant Secretary of the Corporation and by
one of the following officers:
Chief Executive Officer
President
Chief Operating Officer
Chief Financial Officer
Treasurer
Corporate Controller
General Counsel
or any list, instrument, order, paper, stock certificate, signature
or guarantee believed by Computershare and its affiliates in good
faith to be genuine and to have been signed, countersigned or
executed by any such authorized officers;
6. Section 20(c) of the Rights Agreement is hereby deleted and replaced
as follows:
The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence or willful
misconduct.
7. The sentence in Section 18 that begins on line 7 of page 45 with
"The Company also agrees. . . ." and ends on line 14 of page 45 with
". . . liability in the premises" is hereby deleted and replaced as
follows:
The Company also agrees to indemnify and hold harmless Computershare
and each member, director, officer, employee, and affiliate of
Computershare,
3
(collectively, the "Indemnified Parties") against any and all
actions, claims, demands, losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without
limitation, reasonable attorneys' and consultants' fees, costs and
expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, relating to, or in
connection with Computershare's provision of services under the
Rights Agreement (including, without limitation, responding to any
demand or claim of liability in the premises) or any breach by the
Company of any term or condition of the Rights Agreement; provided,
however, that no Indemnified Party shall have the right to be
indemnified hereunder for any liability finally determined by a
court of competent jurisdiction, subject to no further appeal, to
have resulted solely from the gross negligence or willful misconduct
of such Indemnified Party.
8. Section 7(b) of the Rights Agreement is hereby deleted and replaced
as follows:
(b) The Purchase Price for each one one-hundredth of a Preferred
Share purchasable pursuant to the exercise of a Right shall be
Five Hundred Dollars ($500.00), and shall be subject to
adjustment from time to time as provided in Section 11 or 13
hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.
9. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
10. Except as expressly amended hereby, all the terms and conditions of
the Rights Agreement, as previously amended, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.
QUEST DIAGNOSTICS INCORPORATED COMPUTERSHARE INVESTOR
SERVICES LLC, Successor Rights Agent
By: By:
------------------------------- ---------------------------------
Name: Leo C. Farrenkopf, Jr. Name:
------------------------ ------------------------------
Title: Vice President and Secretary Title:
----------------------------- ------------------------------
HARRIS TRUST AND SAVINGS BANK
Rights Agent
By:
--------------------------------
Title:
-----------------------------