Item 1.01 Entry into a Material Definitive Agreement

On November 17, 2009, Quest Diagnostics Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 4.750% Senior Notes due 2020 (the “2020 Notes”) and $250,000,000 aggregate principal amount of 5.750% Senior Notes due 2040 (the “2040 Notes”, and together with the 2020 Notes, the “Notes”).  

The Company will pay interest on the Notes on January 30 and July 30 of each year, beginning on July 30, 2010. The 2020 Notes will mature on January 30, 2020. The 2040 Notes will mature on January 30, 2040. The Notes are senior unsecured obligations of the Company and will rank equally with the Company’s other and future senior unsecured obligations. Each guarantee will be a senior unsecured obligation of the guarantor issuing such guarantee and will rank equally with other existing and future senior unsecured obligations of such guarantor. The Notes will not be entitled to the benefit of any sinking fund.

The Notes were issued pursuant to an indenture dated as of June 27, 2001 among the Company, the guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first through twelfth supplemental indentures of various dates, among the Company, the Trustee, and the subsidiary guarantors party thereto and as further supplemented by a thirteenth supplemental indenture dated November 17, 2009 (collectively, the “Indenture”) among the Company, the Trustee and the subsidiary guarantors party thereto. The Indenture contains covenants that, among other things, will limit the ability of the Company and the guarantors to create certain liens; enter into certain sale and leaseback transactions; consolidate; merge or transfer all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries on a consolidated basis; incur indebtedness of non-guarantor subsidiaries; and make restricted payments to certain non-guarantor subsidiaries. The Indenture provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. In addition, the Company may redeem the Notes at any time at the redemption prices described in the Notes.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the applicable agreements, each of which is included as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the opinion of Shearman & Sterling LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Report.

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