Amend No 1 to Credit Agreement



 EXHIBIT 10.1 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 1, CONSENT AND WAIVER dated as of September 30, 2003 (this “Amendment”), to the CREDIT AGREEMENT dated as
of March 27, 2003 (the “Credit Agreement”), among AMERIPATH, INC., a Delaware corporation (the “Borrower”), AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in
Article I thereof), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its Cayman Islands branch (“CSFB”), as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. 
  
 A. The Lenders and the Issuing Bank have extended, and have agreed to extend, credit to the Borrower, in each case pursuant to the terms and subject to
the conditions set forth in the Credit Agreement. 
  
 B. Holdings
and the Borrower have informed the Lenders that the Borrower intends to acquire all or substantially all of the stock or assets of Pathology Associates, P.C., a New York professional corporation (“PAPC”), for aggregate consideration
of approximately $41,000,000, consisting of (i) approximately $33,000,000 in cash (the “Cash Consideration”) and (ii) Additional Seller Notes of the Borrower with a Midpoint Amount equal to approximately $8,000,000. Holdings and the
Borrower intend to fund the Cash Consideration with (x) proceeds from the issuance to Permitted Investors of approximately $10,000,000 of common equity of Holdings, which proceeds shall be contributed by Holdings to the Borrower and (y)
approximately $23,000,000 of proceeds of Revolving Credit Loans under the Credit Agreement. The acquisition of PAPC, on the terms described in this paragraph, is referred to in this Amendment as the “PAPC Acquisition”. 

 
 C. The Borrower has requested that the Lenders consent to the Acquisition
and waive and amend certain provisions of the Credit Agreement as set forth in this Amendment, and the Lenders whose signatures appear below, constituting at least the Requisite Lenders (as defined below), are willing so to consent and to agree to
such waivers and amendments on the terms and subject to the conditions set forth herein. 
  
 D. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 
  
 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 SECTION 1. Amendment of Section 1.01. Section 1.01 of the Credit Agreement is hereby amended as follows: 
  
 (a) The following new definition is inserted in the appropriate alphabetical order therein: 
  
 ‘“Amendment Effective Date’ shall have
the meaning assigned to such term in Amendment No. 1, Consent and Waiver dated as of September 30, 2003, to this Agreement.” 







 (b) The definition of “Consolidated EBITDA” set forth therein is hereby amended
by inserting the following new sentence at the end thereof: 
  
 “In addition, solely for purposes of determining compliance with Sections 6.11, 6.12 and 6.13 as of or for the periods ended on June 30, 2003 and September 30, 2003, charges related to provisions for contractual allowances and doubtful
accounts of up to (but not exceeding) $4,800,000 for the fiscal quarter ended June 30, 2003 and up to (but not exceeding) $6,200,000 for the fiscal quarter ended September 30, 2003 shall be added to Consolidated Net Income in the calculation of
Consolidated EBITDA for such periods.” 
  
 SECTION 2.
Amendment of Section 3.06. Section 3.06 of the Credit Agreement is hereby amended and restated as follows: 
  
 “SECTION 3.06. No Material Adverse Change. Except as disclosed to the Lenders prior to the Amendment Effective Date, no event,
change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of Holdings, the Borrower and the Subsidiaries,
taken as a whole, since December 31, 2002; provided that the adoption of reductions in Medicare reimbursement levels proposed by the Centers for Medicare and Medicaid Services in July 2002 shall not constitute a material adverse change in the
financial condition or operations of Holdings, the Borrower and the Subsidiaries, taken as a whole.” 
  
 SECTION 3. Amendment of Section 6.04. Section 6.04(g)(viii) of the Credit Agreement is hereby amended by deleting the words “at least
$20,000,000” and substituting therefor the words “at least $30,000,000”. 
  
 SECTION 4. Amendment of Section 6.13. Section 6.13 of the Credit Agreement is hereby amended and restated as follows: 
  
 “SECTION 6.13. Maximum Leverage Ratio. Permit the Leverage Ratio as of the last day of any fiscal quarter ending during any
period set forth below to be greater than the ratio set forth opposite such period below: 
  

	 Date or Period

	  	Ratio


	 Apri1 1, 2003 through September 30, 2003
	  	5.30 to 1.00
	 October 1, 2003 through December 31, 2004
	  	5.25 to 1.00
	 January 1, 2005 through March 31, 2005
	  	4.40 to 1.00
	 April 1, 2005 through June 30, 2005
	  	4.00 to 1.00
	 July 1, 2005 through September 30, 2005
	  	3.85 to 1.00
	 October 1, 2005 through December 31, 2005
	  	3.75 to 1.00
	 January 1, 2006 through March 31, 2006
	  	3.70 to 1.00
	 April 1, 2006 through June 30, 2006
	  	3.35 to 1.00
	 July 1, 2006 through September 30, 2006
	  	3.30 to 1.00
	 October 1, 2006 through December 31, 2006
	  	3.20 to 1.00
	 January 1, 2007 through March 31, 2007
	  	3.10 to 1.00
	 April 1, 2007 through June 30, 2007
	  	2.80 to 1.00
	 July 1, 2007 through September 30, 2007
	  	2.75 to 1.00
	 October 1, 2007 through December 31, 2007
	  	2.70 to 1.00
	 January 1, 2008 through March 31, 2008
	  	2.60 to 1.00
	 April 1, 2008 through June 30, 2008
	  	2.50 to 1.00
	 July 1, 2008 through September 30, 2008
	  	2.40 to 1.00
	 October 1, 2008 through December 31, 2008
	  	2.30 to 1.00
	 January 1, 2009 through March 31, 2009
	  	2.20 to 1.00
	 April 1, 2009 through June 30, 2009
	  	2.10 to 1.00
	 Thereafter
	  	2.00 to 1.00”

  

 2 








 SECTION 5. Consent and Waiver; Agreement. (a) Effective as of the Amendment Effective Date (as
defined below), each of the undersigned Lenders, constituting at least the Requisite Lenders, hereby (i) consents to the PAPC Acquisition, (ii) waives compliance by Holdings and the Borrower with the provisions of Section 6.04(g)(ix) of the Credit
Agreement to the extent (but only to the extent) necessary to permit Holdings and the Borrower to consummate the PAPC Acquisition, and (iii) agrees that the PAPC Acquisition shall be deemed not to have utilized any of the baskets set forth in
Section 6.04(g)(ix) of the Credit Agreement; provided, however, that after giving effect to the PAPC Acquisition and the financing therefor, on the closing date thereof, not more than $23,000,000 aggregate principal amount of Revolving
Loans and Swingline Loans shall be outstanding. 
  
 (b) Holdings, the Borrower and the undersigned Lenders, constituting at least the Required Lenders, hereby agree that (i) assuming compliance by Holdings and the Borrower with the provisions of Section 6.04(g) not waived pursuant to
paragraph (a), the PAPC Acquisition shall be deemed to be a “Permitted Acquisition” for all purposes of the Credit Agreement and the other Loan Documents and (ii) no portion of the 50% carryforward referred to in Section 6.04(g)(ix) shall
be available in respect of the fiscal year ended December 31, 2003. 
  
 SECTION 6. Representations, Warranties and Agreements. To induce the other parties hereto to enter into this Amendment, each of Holdings and the Borrower represents and warrants to the Administrative Agent, the Collateral Agent, the
Issuing Bank and each of the Lenders that: 
  
 (a) This Amendment has been duly executed and delivered by each of Holdings and the Borrower and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 
  
 (b) After giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date. 
  
 (c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. 
  
 SECTION 7. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective
Date”) on the date that the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (a) Holdings, (b) the Borrower and (c) the Required Lenders and Revolving
Credit Lenders holding a majority in interest of the Total Revolving Credit Commitment (the “Requisite Lenders”). 
  
 SECTION 8. Amendment Fee. The Borrower agrees to pay to each Lender that executes and delivers to the Administrative Agent (or its counsel) a copy
of this Amendment at or prior to 5:00 p.m., New York City time, on October 14, 2003 (the “Signing Date”), an amendment fee (the “Amendment Fee”) in an amount equal to 0.250% of the sum of such Lender’s
Revolving Credit Commitment (whether used or unused) and the principal amount of such Lender’s outstanding Term Loans, in each case as of the Signing Date. The Amendment Fee shall be payable upon and subject to the effectiveness of this
Amendment in accordance with Section 7 hereof. Once paid, the Amendment Fee shall not be refundable under any circumstances. 
  

 3 








 SECTION 9. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, Holdings or the Borrower under the Credit Agreement or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle Holdings or the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents. 
  
 SECTION 10. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  
  
 SECTION 11. Counterparts. This Amendment may be executed in any number of counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 12. Headings. Section headings used herein are for convenience of reference only, are not part of, and are not taken into consideration in
interpreting, this Amendment. 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the date first above written. 
  

	 AMERIPATH, INC.,

			
	 	 	 by:
	 	 /s/ DAVID L. REDMOND


	 	 	 	 	 Name:
	 	 DAVID L. REDMOND

	 	 	 	 	 Title:
	 	 EVP & CFO

	
	 AMERIPATH HOLDINGS, INC.,

			
	 	 	 by:
	 	 /s/ DAVID L. REDMOND


	 	 	 	 	 Name:
	 	 DAVID L. REDMOND

	 	 	 	 	 Title:
	 	 ASST. TREASURER

	
	CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, individually and as Administrative Agent,
			
	 	 	by:	 	  


	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 
			
	 	 	by:	 	  


	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the date first above written. 
  

	 AMERIPATH, INC.,

			
	 	 	 by:
	 	  


	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 
	
	 AMERIPATH HOLDINGS, INC.,

			
	 	 	 by:
	 	  


	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 
	
	CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, individually and as Administrative Agent,
			
	 	 	 by:
	 	 /s/ JOSEPHADIPIETRO


	 	 	 	 	 Name:
	 	 JOSEPHADIPIETRO

	 	 	 	 	 Title:
	 	 DIRECTOR

			
	 	 	 by:
	 	 /s/ JOSHUA PARRISH


	 	 	 	 	 Name:
	 	 JOSHUA PARRISH

	 	 	 	 	 Title:
	 	 ASSOCIATE











 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     1888 FUND, LTD.


  

	 	 	 by:
	 	 /s/ Kaitlin Trinh


	 	 	 	 	 Name:
	 	 Kaitlin Trinh

	 	 	 	 	 Title:
	 	 Fund Controller










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	NAME OF LENDER:    Pacifica CDO II, Ltd.
	 	 	 by: Alcontra, Inc. as its Investment Manager.

			
	 	 	 by:
	 	 /s/ DEAN K. KAWAI


	 	 	 	 	 Name:
	 	 DEAN K. KAWAI

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	NAME OF LENDER:    Antares Capital Corporation
			
	 	 	 by:
	 	 /s/ David Mahon


	 	 	 	 	 Name:
	 	 David Mahon

	 	 	 	 	 Title:
	 	 Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Mariner CDO 2002 Ltd


  

	 	 	 by:
	 	 /s/ David Mahon


	 	 	 	 	 Name:
	 	 David Mahon

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GLENEAGLES TRADING LLC


  

	 	 	 by:
	 	 /s/ ANN E. MORRIS


	 	 	 	 	 Name:
	 	 ANN E. MORRIS

	 	 	 	 	 Title:
	 	 ASST VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     HARBOUR TOWN FUNDING LLC


  

	 	 	 by:
	 	 /s/ ANN E. MORRIS


	 	 	 	 	 Name:
	 	 ANN E. MORRIS

	 	 	 	 	 Title:
	 	 ASST VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     ORIX FUNDING LLC


  

	 	 	 by:
	 	 /s/ ANN E. MORRIS


	 	 	 	 	 Name:
	 	 ANN E. MORRIS

	 	 	 	 	 Title:
	 	 ASST VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     SRF 2000, INC.


  

	 	 	 by:
	 	 /s/ ANN E. MORRIS


	 	 	 	 	 Name:
	 	 ANN E. MORRIS

	 	 	 	 	 Title:
	 	 ASST VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     STANWICH LOAN FUNDING LLC


  

	 	 	 by:
	 	 /s/ ANN E. MORRIS


	 	 	 	 	 Name:
	 	 ANN E. MORRIS

	 	 	 	 	 Title:
	 	 ASST VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Bank One, NA


  

	 	 	 by:
	 	 /s/ Dana E. Jurgens


	 	 	 	 	 Name:
	 	 Dana E. Jurgens

	 	 	 	 	 Title:
	 	 Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     VENTURE CDO 2002, LIMITED
     By its investment advisor, Barclays
     Capital Asset Management Limited,
     By its sub-advisor, Barclays Bank PLC,
     New York Branch


  

	 	 	 by:
	 	 /s/ Kenneth Ostmann


	 	 	 	 	 Name:
	 	 Kenneth Ostmann

	 	 	 	 	 Title:
	 	 Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     VENTURE II CDO 2002, LIMITED
     By its investment advisor, Barclays Bank PLC,
     New York
Branch


  

	 	 	 by:
	 	 /s/ Kenneth Ostmann


	 	 	 	 	 Name:
	 	 Kenneth Ostmann

	 	 	 	 	 Title:
	 	 Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 BAVARIA TRR CORPORATION

		
	 by:
	 	 /s/ Lori Gebron


	 Name:
	 	 Lori Gebron

	 Title:
	 	 VP










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Braymoor & Co.
     By : Bear Stearns Asset Management as its Attorney- in Fact


  

	 	 	 by:
	 	 [ILLEGIBLE]


	 	 	 	 	 Name:
	 	[ILLEGIBLE]
	 	 	 	 	 Title:
	 	 Associate Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Gallatin Funding I Ltd.
     By: Bear Stearns Asset Management Inc.
     as its Collateral
Manager


  

	 	 	by:	 	 [ILLEGIBLE]


	 	 	 	 	 Name:
	 	[ILLEGIBLE]
	 	 	 	 	 Title:
	 	 Associate Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Grayston CLO 2001-01 Ltd.
     By: Bear Stearns Asset Management Inc.
     as its Collateral
Manager


  

	 	 	 by:
	 	 [ILLEGIBLE]


	 	 	 	 	 Name:
	 	[ILLEGIBLE]
	 	 	 	 	 Title:
	 	 Associate Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     By: Callidus Debt Partners CDO Fund I, Ltd.
     By: Its Collateral Manager,
     Callidus Capital Management,
LLC


  

	 	 	 by:
	 	 /s/ WAYNE MUELLER


	 	 	 	 	 Name:
	 	 WAYNE MUELLER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     By: Callidus Debt Partners CDO Fund II, Ltd.
     By: Its Collateral Manager,
     Callidus Capital Management, LLC


  

	 	 	 by:
	 	 /s/ WAYNE MUELLER


	 	 	 	 	 Name:
	 	 WAYNE MUELLER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     COLUMBIA FLOATING RATE

	 	     ADVANTAGE FUND

	 	     (f/k/a Liberty Floating Rate Advantage Fund)

	 	     By: Columbia Management Advisors, Inc.,

	 	     As Advisor


  

	 	 	 by:
	 	 /s/ Kathleen A. Zarn


	 	 	 	 	 Name:
	 	 Kathleen A. Zarn

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    COLUMBIA FLOATING RATE
	 	    LIMITED LIABILITY COMPANY
	 	    (f/k/a Stein Roe Floating Rate Limited Liability Company)
	 	    By: Columbia Management Advisors, Inc.,
	 	    As Advisor

  

	 	 	 by:
	 	 /s/ Kathleen A. Zarn


	 	 	 	 	 Name:
	 	 Kathleen A. Zarn

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     ATRIUM CDO


  

	 	 	 by:
	 	 /s/ Andrew H. Marshak


	 	 	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 	 	 Title:
	 	 Authorized Signatory










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     CSAM FUNDING I


  

	 	 	 by:
	 	 /s/ Andrew H. Marshak


	 	 	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 	 	 Title:
	 	 Authorized Signatory










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     CSAM FUNDING III


  

	 	 	 by:
	 	 /s/ Andrew H. Marshak


	 	 	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 	 	 Title:
	 	 Authorized Signatory










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     FIRST DOMINION FUNDING II


  

	 	 	 by:
	 	 /s/ Andrew H. Marshak


	 	 	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 	 	 Title:
	 	 Authorized Signatory










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     FIRST DOMINION FUNDING III


  

	 	 	 by:
	 	 /s/ Andrew H. Marshak


	 	 	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 	 	 Title:
	 	 Authorized Signatory










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     SEABOARD CLO 2000 LTD.

	 	 	     By: David L. Babson & Company Inc. as Collateral Manager


  

	 by:
	 	 /s/ Glenn Duffy


	 	 	 Name:
	 	 Glenn Duffy

	 	 	 Title:
	 	 Managing Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Deutsche Bank AG Cayman Islands Branch


  

	by:	 	 /s/ Gregory Shefrin


	 	 	 Name:
	 	 Gregory Shefrin

	 	 	 Title:
	 	 Director


  

	 Lender:
	 	     Deutsche Bank AG Cayman Islands Branch


  

	 	 	 /s/ Susan LeFevre


	 	 	 Susan LeFevre

	 	 	 Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     BLUE SQUARE FUNDING SERIES 3
     DEUTSCHE BANK TRUST CO. AMERICAS
     EKA BANKERS TRUST CO.


  

	 by:
	 	 /s/ SUSAN ANDERSON


	 	 	 Name:
	 	 SUSAN ANDERSON

	 	 	 Title:
	 	 ASSISTANT VICE PRESIDENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 BLUE SQUARE FUNDING LIMITED SERIES 3

			
	 	 	 by:
	 	 /s/ Alice L. Wagner


	 	 	 	 	 Name:
	 	 Alice L. Wagner

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     BALLYROCK CLO II Limited,
     By: BALLYROCK Investment Advisors LLC, as Collateral Manager


  

	 by:
	 	 /s/ Lisa Rymut


	 	 	 Name:
	 	 Lisa Rymut

	 	 	 Title:
	 	 Assistant Treasurer










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Fidelity Advisor Series II: Fidelity Advisor
     Floating Rate High Income Fund


  

	 by:
	 	 /s/ John H. Costello


	 	 	 Name:
	 	 John H. Costello

	 	 	Title:	 	 Assistant Treasurer










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Fidelity Fixed-Income Trust;
     Fidelity High Income Fund


  

	 by:
	 	 /s/ John H. Costello


	 	 	 Name:
	 	 John H. Costello

	 	 	 Title:
	 	 Assistant Treasurer










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Franklin CLO I, Limited


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Franklin CLO II, Limited


  

			
	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Franklin CLO III, Limited


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     FRANKLIN CLO IV, LIMITED


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Senior Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     FRANKLIN FLOATING RATE DAILY ACCESS FUND


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Franklin Floating Rate Master Series


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Franklin Floating Rate Trust


  

	 	 	 by:
	 	 /s/ Richard D’Addario


	 	 	 	 	 Name:
	 	 Richard D’Addario

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GENERAL ELECTRIC CAPITAL CORPORATION


  

	 	 	 by:
	 	 /s/ W. JEROME McDERMOTT


	 	 	 	 	 Name:
	 	 W. JEROME McDERMOTT

	 	 	 	 	 Title:
	 	 DULY AUTHORIZED SIGNATORY










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GoldenTree High Yield Opportunities I, LP

	 	     By: GoldenTree Asset Management, LP


  

	 	 	 by:
	 	 /s/ Frederick S. Haddad


	 	 	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 	 	 Title:
	 	 Portfolio Manager










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GoldenTree High Yield Opportunities II, LP

	 	     By: GoldenTree Asset Management, LP


  

	 	 	 by:
	 	 /s/ Frederick S. Haddad


	 	 	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 	 	 Title:
	 	 Portfolio Manager










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GoldenTree Loan Opportunities I, Limited

	 	     By: GoldenTree Asset Management, LP


  

	 	 	 by:
	 	 /s/ Frederick S. Haddad


	 	 	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 	 	 Title:
	 	 Portfolio Manager










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     GoldenTree Loan Opportunities II, Limited

	 	     By: GoldenTree Asset Management, LP


  

	 	 	 by:
	 	 /s/ Frederick S. Haddad


	 	 	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 	 	 Title:
	 	 Portfolio Manager










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     SunAmerica Life Insurance Company


  

	 	 	 by:
	 	 /s/ Steven S. Oh


	 	 	 	 	 Name:
	 	 Steven S. Oh

	 	 	 	 	 Title:
	 	 Managing Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	GSC PARTNERS GEMINI FUND LIMITED
		
	 By:
	 	 GSCP (NJ), L.P. as Collateral Monitor

			
	 	 	By:	 	 GSCP (NJ), Inc., its General Partner

				
	 	 	 	 	 By:
	 	 /s/ Thomas V. Inglesby


	 	 	 	 	 Name:
	 	 Thomas V. Inglesby

	 	 	 	 	 Title:
	 	 Managing Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Highland Legacy Limited

	 	     By: Highland Capital Management,
     As Collateral Manager


  

	 	 	 by:
	 	 /s/ Mark Okada


	 	 	 	 	 Name:
	 	 Mark Okada

	 	 	 	 	 Title:
	 	 Chief Investment Officer
 Highland Capital Management, L.P.










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Highland Loan Funding V Ltd.

	 	     By: Highland Capital Management L.P.
     As Collateral Manager


  

	 	 	 by:
	 	 /s/ Mark Okada


	 	 	 	 	 Name:
	 	 Mark Okada

	 	 	 	 	 Title:
	 	 Chief Investment Officer
 Highland Capital Management, L.P.










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Restoration Funding CLO, LTD

	 	     By: Highland Capital Management L.P.
     As Collateral Manager


  

	 by:
	 	 /s/ Mark Okada


	 	 	 Name:
	 	 Mark Okada

	 	 	 Title:
	 	 Chief Investment Officer
 Highland Capital Management, L.P.










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    JPMorgan Chase Bank, as Trustee of the Anterea Funding
    Trust, created under the Trust Agreement dated as of November
1999

  

	 	 	 by:
	 	 /s/ Leslie Hardley


	 	 	 	 	 Name:
	 	 Leslie Hardley

	 	 	 	 	 Title:
	 	 Officer










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	KZH Highland - 2 LLC

  

	 	 	 by:
	 	 /s/ DORIAN HERRERA


	 	 	 	 	 Name:
	 	 DORIAN HERRERA

	 	 	 	 	 Title:
	 	 AUTHORIZED AGENT










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    LaSalle Bank N.A. as Custodian

  

	 	 	 by:
	 	 [ILLEGIBLE]


	 	 	 	 	 Name:
	 	[ILLEGIBLE]
	 	 	 	 	 Title:
	 	 1st Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL
     LYNCH BUSINESS FINANCIAL SERVICES INC.


  

	 	 	 by:
	 	 /s/ Paula K. Berry


	 	 	 	 	 Name:
	 	 Paula K. Berry

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     METROPOLITAN LIFE INSURANCE COMPANY


  

	 	 	 by:
	 	 /s/ ERIK V. SAV


	 	 	 	 	 Name:
	 	 ERIK V. SAV

	 	 	 	 	 Title:
	 	 DIRECTOR










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    Morgan Stanley Prime Income Trust

  

	 	 	 by:
	 	 /s/ Sheila A. Finnerty


	 	 	 	 	 Name:
	 	 Sheila A. Finnerty

	 	 	 	 	 Title:
	 	 Executive Director










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Race Point II CLO, Limited,
     as Term Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Race Point CLO,
     Limited, as Term Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Great Point CLO 1999-1 LTD.,
     as Term Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Brant Point II CBO
     2000-1 LTD., as Term
Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Castle Hill I - INGOTS, Ltd.,
     as Term Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    Sankaty High Yield Partners II, L.P.

  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    CASTLE HILL III CLO LIMITED
	 	    By: Sankaty Advisors, LLC as Collateral Manager

  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Sankaty Advisors, LLC as Collateral
     Manager for Castle Hill II - INGOTS,
     Ltd., as Term Lender


  

	 	 	 by:
	 	 /s/ DIANE J. EXTER


	 	 	 	 	 Name:
	 	 DIANE J. EXTER

	 	 	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    Emerald Orchard Limited

  

	 	 	 by:
	 	 /s/ Stacey L. Malek


	 	 	 	 	 Name:
	 	 Stacey L. Malek

	 	 	 	 	 Title:
	 	 Attorney in Fact










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	    Loan Funding Corp. THC, Ltd.

  

	 	 	 by:
	 	 /s/ Stacey L. Malek


	 	 	 	 	 Name:
	 	 Stacey L. Malek

	 	 	 	 	 Title:
	 	 Attorney in Fact










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Toronto Dominion (New York), Inc.


  

	 	 	 by:
	 	 /s/ Stacey L. Malek


	 	 	 	 	 Name:
	 	 Stacey L. Malek

	 	 	 	 	 Title:
	 	 Vice President










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Trumbull THC, Ltd.


  

	 	 	 by:
	 	 /s/ Stacey L. Malek


	 	 	 	 	 Name:
	 	 Stacey L. Malek

	 	 	 	 	 Title:
	 	 Attorney in Fact










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  

 VAN KAMPEN 
 SENIOR INCOME TRUST 
 By:    Van Kampen Investment Advisory Corp. 
  

	 by:
	 	 /s/ BRAD LANGS


	 	 	 Name:
	 	 BRAD LANGS

	 	 	 Title:
	 	 EXECUTIVE DIRECTOR










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  

 VAN KAMPEN 
 SENIOR LOAN FUND 
 By:    Van Kampen Investment Advisory Corp. 
  

	 by:
	 	 /s/ BRAD LANGS


	 	 	 Name:
	 	 BRAD LANGS

	 	 	 Title:
	 	 EXECUTIVE DIRECTOR










 SIGNATURE PAGE TO 
 AMENDMENT NO. 1, CONSENT AND WAIVER 
 DATED AS OF SEPTEMBER 30, 2003, 
 TO THE AMERIPATH CREDIT AGREEMENT 
 DATED AS OF
MARCH 27, 2003 
  


	 NAME OF LENDER:
	 	     Wachovia Bank, National Association


  

	 	 	 by:
	 	 /s/ Jeanette A. Griffin


	 	 	 	 	 Name:
	 	 Jeanette A. Griffin

	 	 	 	 	 Title:
	 	 Director