Exhibit 10.6


 


EXECUTION COPY


 


 


SUPPLEMENT NO. 1 dated as
of February 17, 2004, to the Guarantee and Collateral Agreement dated as
of March 27, 2003 (the AGuarantee
and Collateral Agreement@), among AMERIPATH, INC., a
Delaware corporation (the ABorrower@),
AMERIPATH HOLDINGS, INC., a Delaware corporation (AHoldings@), each subsidiary of the
Borrower listed on Schedule I thereto (each such subsidiary individually a ASubsidiary  Guarantor@ and collectively, the ASubsidiary  Guarantors@; the Subsidiary Guarantors,
Holdings and the Borrower are referred to collectively herein as the AGrantors@) and CREDIT SUISSE FIRST BOSTON
(ACSFB@), as collateral agent (in such
capacity, the ACollateral Agent@)
for the Secured Parties (as defined herein).


 


A.  Reference is made to the Amended and
Restated Credit Agreement dated as of the date hereof (the AAmended and Restated Credit Agreement@),
among the Borrower, Holdings, the lenders from time to time party thereto (the ALenders@), and CSFB, as administrative
agent for the Lenders (in such capacity, the AAdministrative
Agent@).


 


B.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Amended and Restated Credit Agreement or the Guarantee and Collateral Agreement
referred to therein, as applicable.


 


C.  The Grantors have entered into the Guarantee
and Collateral Agreement in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit. 
Section 7.16 of the Guarantee and Collateral Agreement provides
that additional Domestic Subsidiaries of the Loan Parties may become Subsidiary
Guarantors and Grantors under the Guarantee and Collateral Agreement by
execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiaries (each a “New
Subsidiary”, and collectively, the ANew Subsidiaries@)
are executing this Supplement in accordance with the requirements of the
Amended and Restated Credit Agreement to become Subsidiary Guarantors and
Grantors under the Guarantee and Collateral Agreement in order to induce the
Lenders to make additional Loans and the Issuing Bank to issue additional
Letters of Credit and as consideration for Loans previously made and Letters of
Credit previously issued.


 


Accordingly,
the Collateral Agent and each New Subsidiary agree as follows:


 


SECTION
1.  In accordance with Section 7.16
of the Guarantee and Collateral Agreement, each New Subsidiary by its signature
below becomes a Grantor and Subsidiary Guarantor under the Guarantee and
Collateral Agreement with the same force and effect as if originally named
therein as a Grantor and Subsidiary Guarantor and each New Subsidiary hereby
(a) agrees to all the terms and provisions of the Guarantee


 

















 


and Collateral Agreement applicable to it as a Grantor and a Subsidiary
Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor and a Subsidiary
Guarantor thereunder are true and correct in all material respects on and as of
the date hereof.  In furtherance of the
foregoing, each New Subsidiary, as security for the payment and performance in
full of the Obligations (as defined in the Guarantee and Collateral Agreement),
does hereby create and grant to the Collateral Agent, its successors and assigns,
for the benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of the New Subsidiary’s right, title and
interest in and to the Collateral (as defined in the Guarantee and Collateral
Agreement) of such New Subsidiary.  Each
reference to a “Grantor” or a “Subsidiary Guarantor”
in the Guarantee and Collateral Agreement shall be deemed to include each New
Subsidiary.  The Guarantee and
Collateral Agreement is hereby incorporated herein by reference.


 


SECTION 2.  Each New Subsidiary represents and warrants
to the Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION
3.  This Supplement may be executed in
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 a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of each New Subsidiary and the
Collateral Agent.  Delivery of an
executed signature page to this Supplement by facsimile transmission shall be
as effective as delivery of a manually signed counterpart of this Supplement.


 


SECTION 4.  Each New Subsidiary hereby represents and
warrants that (a) set forth on Schedule I hereto is a true and
correct schedule of the location of any and all Collateral of such New
Subsidiary, (b) set forth on Schedule II hereto is a true and
correct schedule of all the Pledged Securities of such New Subsidiary, (c) set
forth on Schedule III hereto is a true and correct schedule of all the
Intellectual Property of such New Subsidiary and (d) set forth in the
Perfection Certificate delivered by the Borrower on the Restatement Date, is
the true and correct legal name of such New Subsidiary, its jurisdiction of formation
and the location of its chief executive office.


 


SECTION
5.  Except as expressly supplemented
hereby, the Guarantee and Collateral Agreement shall remain in full force and
effect.


 


SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
7.  In case any one or more of the
provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Guarantee and Collateral
Agreement shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction). 


 

















 


The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION
8.  All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the
Guarantee and Collateral Agreement. All communications and notices hereunder to
a New Subsidiary shall be given to it at the address set forth under its
signature below.


 


SECTION
9.  Each New Subsidiary agrees to
reimburse the Collateral Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Collateral Agent.


 

















 


IN WITNESS
WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Guarantee and Collateral Agreement as of the day and year
first above written.


 


 


	 
	
   

  	
  AMERIPATH
  FLORIDA, LLC

  (a Delaware limited liability company)

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  AMERIPATH
  PENNSYLVANIA, LLC

  (a Pennsylvania limited liability company)

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  AMERIPATH
  WISCONSIN, LLC

  (a Wisconsin limited liability company)

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  By:

  	
  AmeriPath,
  Inc.,

  	 

	 
	
   

  	
   

  	
  its Managing
  Member

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  By:

  	
    /s/
  DAVID L. REDMOND

  	
   

  	 

	 
	
   

  	
   

  	
  Name: David
  L. Redmond

  	 

	 
	
   

  	
   

  	
  Title:
  Executive Vice President and CFO

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONAL
  PATHOLOGY

  CONSULTANTS, LLC

  (a Utah limited liability company)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Strigen,
  Inc.,

  
	
   

  	
   

  	
  its Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  DAVID L. REDMOND

  	
   

  
	
   

  	
   

  	
  Name: David
  L. Redmond

  
	
   

  	
   

  	
  Title: Vice
  President

  
										



 

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, as

  collateral agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
  /s/ JOSEPH A. DIPIETRO

  	
   

  
	
   

  	
   

  	
  Name: Joseph A. DiPietro

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
  /s/ RICHARD
  B. CAREY

  	
   

  
	
   

  	
   

  	
  Name:
  Richard B. Carey

  
	
   

  	
   

  	
  Title:
  Managing Director

  
					



 


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