Exhibit 10.3


 


EXECUTION COPY


 


AMENDMENT AGREEMENT dated as of
February 17, 2004 (this “Agreement”), to the Credit Agreement dated
as of March 27, 2003 (as amended prior to the date hereof, the “Existing
Credit Agreement”), among AMERIPATH, INC., a Delaware corporation
(the “Borrower”),
AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries
of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors” and,
together with Holdings, the “Reaffirming Parties”), the lenders party
thereto (the “Existing Lenders”), and CREDIT SUISSE FIRST BOSTON, as
administrative agent for the Existing Lenders (in such capacity, the “Administrative
Agent”), and as collateral agent for the Existing Lenders (in such
capacity, the “Collateral Agent”).


 


A.            Pursuant
to the Existing Credit Agreement, the Existing Lenders have extended, and have
agreed to extend, credit to the Borrower.


 


B.            Holdings
and the Borrower have requested that the persons listed under the caption “Term
Lenders” on the signature pages hereto (the “Term Lenders”) agree to make
new Term Loans to the Borrower on the Restatement Date, in an aggregate
principal amount of $125,000,000, subject to the terms and conditions set forth
herein.


 


C.            The Term
Lenders are willing to make such Term Loans to the Borrower on the Restatement
Date subject to the terms and conditions and for the purposes set forth herein
and in the Restated Credit Agreement.


 


D.            The
Borrower and the Requisite Lenders desire to amend and restate the Existing Credit
Agreement in the form of the Restated Credit Agreement to, among other things,
set forth the terms and conditions under which the Term Lenders will make the
Term Loans to the Borrower and to make certain other amendments thereto.


 


E.             The
Borrower, Holdings, the Subsidiary Guarantors and the Collateral Agent have
entered into the Guarantee and Collateral Agreement dated as of March 27,
2003 (the “Guarantee
and Collateral Agreement”), pursuant to which, among other things,
Holdings and the Subsidiary Guarantors guaranteed the obligations of the
Borrower under the Existing Credit Agreement and provided security therefor.


 


F.             Each
Reaffirming Party expects to realize substantial direct and indirect benefits
as a result of consummation of the Transactions and the Restated Credit
Agreement’s becoming effective and each Reaffirming Party is willing to
reaffirm its obligations under the Guarantee and Collateral Agreement and the
other Security Documents (as defined in the Existing Credit Agreement).


 


G.            The amendment
and restatement of the Existing Credit Agreement evidenced by the Restated
Credit Agreement is subject to the satisfaction of the conditions precedent to
effectiveness referred to in Section 5 hereof and shall become effective
as provided in Section 11 hereof.


 

















 


H.            Capitalized
terms used but not defined herein shall have the meanings given them in the
Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Restated
Credit Agreement”).


 


Accordingly, the parties hereto hereby agree as follows:


 


SECTION 1.           Commitments; Termination; Agreements.  (a) 
On and as of the Restatement Date, the Commitment of each Lender shall
be as set forth on Schedule 2.01 to the Restated Credit Agreement.


 


(a) 
Subject to the terms and conditions set forth in the Restated Credit
Agreement, each Term Lender agrees, severally and not jointly, to make a Term
Loan to the Borrower on the Restatement Date in a principal amount not to
exceed its Term Loan Commitment.


 


(b) 
On the Restatement Date, the Borrower shall use the proceeds of the Term
Loans (together with cash on hand and the net proceeds of the issuance of the
Additional Subordinated Notes) to repay all Term Loans outstanding under the
Existing Credit Agreement, together with accrued interest thereon (the “Term Loan Repayment”).  On the Restatement Date, each holder of Term
Loans outstanding under the Existing Credit Agreement (the “Existing Term Lenders”), to the extent of
the Term Loan Repayment, shall cease to be a party to the Existing Credit
Agreement and shall be released from all further obligations thereunder and
shall have no further rights to or interest in any of the Collateral; provided, however, that each Existing Term
Lender shall continue to be entitled to the benefits of Sections 2.14,
2.16, 2.20 and 9.05 of the Existing Credit Agreement as in effect immediately
prior to the Restatement Date.


 


(c) 
On the Restatement Date, upon the effectiveness of the Restated Credit
Agreement, (i) each Revolving Loan outstanding under the Existing Credit Agreement
shall be deemed to be a Revolving Loan under the Restated Credit Agreement,
(ii) each Swingline Loan outstanding under the Existing Credit Agreement
shall be deemed to be a Swingline Loan under the Restated Credit Agreement, and
(iii) each Letter of Credit outstanding under the Existing Credit Agreement
shall be deemed to be a Letter of Credit under the Restated Credit Agreement.


 


SECTION 2.           Amendment and Restatement of the Existing Credit
Agreement.  The Borrowers and
the Requisite Lenders agree that the Existing Credit Agreement (including all
exhibits and schedules thereto) shall be amended and restated on the
Restatement Date such that, on the Restatement Date, the terms set forth in the
Restated Credit Agreement attached as Exhibit A hereto shall replace the terms
of the Existing Credit Agreement.  As
used in the Restated Credit Agreement, the terms “Agreement”, “this Agreement”,
“herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall,
unless the context otherwise requires, mean, from and after the replacement of
the terms of the Existing Credit Agreement by the terms of the Restated Credit
Agreement, the Restated Credit Agreement.


 


2

















 


SECTION 3.           Reaffirmation of Guarantee and Security Documents.  (a)  
Each Reaffirming Party, by its signature below, hereby (i) agrees that,
notwithstanding the effectiveness of this Agreement or the Restated Credit
Agreement, the Guarantee and Collateral Agreement and each of the other Security
Documents (as defined in the Existing Credit Agreement) continue to be in full
force and effect, (ii) affirms and confirms its Guarantee of the Obligations
and the pledge of and/or grant of a security interest in its assets as
Collateral to secure such Obligations, all as provided in the Guarantee and
Collateral Agreement and the other Security Documents as originally executed,
and acknowledges and agrees that such Guarantee, pledge and/or grant continue
in full force and effect in respect of, and to secure, the Obligations under
the Restated Credit Agreement and the other Loan Documents, and (iii) affirms
and confirms that all the representations and warranties made by or relating to
it contained in the Restated Credit Agreement and the other Loan Documents are
true and correct in all material respects on and as of the Restatement Date
with the same effect as though made on and as of the Restatement Date, except
to the extent such representations and warranties expressly relate to an
earlier date.


 


(a)  The
Borrower has informed the Administrative Agent that, subsequent to entering
into the Guarantee and Collateral Agreement, each of the Subsidiary Guarantors
set forth on Schedule I hereto (collectively, the “Converted Subsidiary Guarantors”)
has converted from a corporation to a limited liability company in its
jurisdiction of organization (each a “Conversion”).  Each Converted Subsidiary Guarantor hereby confirms that it is a
Reaffirming Party hereunder in respect of the Guarantee, pledge and/or grant of
a security interest made by its predecessor corporation and that its Conversion
has no effect on its obligations or liabilities under the Guarantee and
Collateral Agreement or the rights of the Secured Parties thereunder.


 


(b) 
On or prior to the Restatement Date, the Borrower shall cause each of
the Subsidiaries set forth on Schedule II hereto (collectively, the “New
Subsidiaries”) to enter into a supplement to the Guarantee and
Collateral Agreement as a Subsidiary Guarantor and a Grantor thereunder.


 


SECTION 4.           Representations and Warranties. To induce
the other parties hereto to enter into this Agreement, each of Holdings and the
Borrower represents and warrants to each of the other parties hereto, that, at
the time of and immediately after giving effect to this Agreement, (a) the
representations and warranties contained in Article III of the Restated
Credit Agreement and in each other Loan Document are true and correct in all
material respects on and as of the Restatement Date with the same effect as though
made on and as of the Restatement Date, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Event of Default or Default has occurred and is continuing.


 


SECTION 5.           Conditions to the Effectiveness of the Restated
Credit Agreement.  The
Restated Credit Agreement shall become effective on the date (the “Restatement Date”) on which each of the
conditions in Section 4.02 of the Restated Credit Agreement is satisfied
or waived.


 


3

















 


SECTION 6.           Applicable Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.           No Novation. Neither this Agreement nor
the effectiveness of the Restated Credit Agreement shall extinguish the
obligations for the payment of money outstanding under the Existing Credit
Agreement or discharge or release the Lien or priority of any Loan Document or
any other security therefor or any guarantee thereof, except as expressly provided
for herein with respect to the Term Loan Repayment.  Except with respect to the Term Loan Repayment, nothing herein
contained shall be construed as a substitution or novation of the Obligations
outstanding under the Existing Credit Agreement or instruments guaranteeing or
securing the same, which shall remain in full force and effect, except as
modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this
Agreement, the Restated Credit Agreement or any other document contemplated
hereby or thereby shall be construed as a release or other discharge of the
Borrower under the Existing Credit Agreement or the Borrower or any other Loan
Party under any Loan Document (as defined in the Existing Credit Agreement)
from any of its obligations and liabilities thereunder.  The Existing Credit Agreement and each of
the other Loan Documents (as defined in the Existing Credit Agreement) shall
remain in full force and effect, until and except as modified hereby or thereby
in connection herewith or therewith. 
This Agreement shall constitute a Loan Document for all purposes of the
Existing Credit Agreement and the Restated Credit Agreement.


 


SECTION 8.           Notices. 
All notices hereunder shall be given in accordance with the provisions
of Section 9.01 of the Restated Credit Agreement.


 


SECTION 9.           Counterparts.  This Agreement 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, and shall become effective as provided in Section 11
hereof.  Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.


 


SECTION 10.   Headings. 
Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.


 


SECTION 11.   Effectiveness; Amendment.  This Agreement shall become effective as of the date set forth
above on the date on which the Administrative Agent (or its counsel) shall have
received counterparts of this Agreement that, when taken together, bear the
signatures of the Borrower, Holdings, the Administrative Agent and the
Requisite Lenders.  As used herein, the
term “Requisite Lenders” shall
mean (a) the Required Lenders, and (b) each Term Lender.  This Agreement may not be amended nor may
any provision hereof be waived except pursuant to a writing signed by each of
the parties hereto.


 


4

















 


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


 


	
  AMERIPATH, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ DAVID L.
  REDMOND

  
	
   

  	
   

  	
  Name: David L. Redmond

  
	
   

  	
   

  	
  Title:  
  Executive Vice President,

  CFO and
  Secretary

  
	
   

  	
   

  	
   

  
	
  AMERIPATH HOLDINGS, INC.,

  
	
   

  
	
   

  	
  By

  	
  /s/ SCOTT
  MACKESY

  
	
   

  	
   

  	
  Name: Scott Mackesy

  
	
   

  	
   

  	
  Title:  
  Vice President, Treasurer and Secretary

  
	
   

  	
   

  	
   

  



 


	
   

  	
  3-GEN DIAGNOSTIC LABORATORIES, INC.

  (a Utah corporation)

  
	
   

  	
   

  	
   

  
	
   

   

  	
  AMERIPATH 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH CINCINNATI, INC.

  (an Ohio corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH CLEVELAND, INC.

  (an Ohio corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH CONSOLIDATED LABS, INC.

  (a Florida corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH KENTUCKY, INC.

  (a Kentucky corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH LUBBOCK 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH MARKETING USA, INC.

  (a Florida corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH MICHIGAN, INC.

  (a Michigan corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH MISSISSIPPI, INC.

  (a Mississippi corporation)

  



 


5

















 


	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH NEW ENGLAND, INC.

  (a Delaware corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH NORTH CAROLINA, INC.

  (a North Carolina corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH OHIO, INC.

  (a Delaware corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH PAT 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH PCC, INC.

  (an Ohio corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH PHILADELPHIA, INC.

  (a New Jersey corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH SC, INC.

  (a South Carolina corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH SEVERANCE 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH YOUNGSTOWN LABS, INC.

  (an Ohio corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH YOUNGSTOWN, INC.

  (an Ohio corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANATOMIC PATHOLOGY SERVICES, INC.

  (an Oklahoma corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  ARIZONA PATHOLOGY GROUP, INC.

  (an Arizona corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  CPA I, INC.

  (a Tennessee corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CPA II, INC.

  (a Tennessee corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DERMATOPATHOLOGY SERVICES, INC.

  (an Alabama corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  DFW 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KAILASH B. SHARMA, M.D., INC.

  (a Georgia corporation)

  	
   

  



 


6

















 


	
   

  	
  NAPA 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.

  (a Georgia corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF COLUMBUS, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF DENVER, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF LOS GATOS, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF MEMPHIS, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF NASHVILLE, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA OF ST. LOUIS II, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PCA SOUTHEAST II, INC.

  (a Tennessee corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  PETER G. KLACSMANN, M.D., INC.

  (a Georgia corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  SHARON G. DASPIT, M.D., INC.

  (a Georgia corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHOALS PATHOLOGY ASSOCIATES, INC.

  (an Alabama corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  SIMPSON PATHOLOGY 5.01(A) CORPORATION

  (a Texas not-for-profit corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
  STRIGEN, INC.

  (a Utah corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TID ACQUISITION CORP.

  (a Delaware corporation)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TXAR 5.01(A) CORPORATION

  (a Texas not-for-profit Corporation)

  	
   

  



 


	
   

  	
  By

  	
  /s/ DAVID L.
  REDMOND

  
	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
  Title: 
  Vice President

  



 


7

















 


	
   

  	
  AMERIPATH INDIANA, LLC

  (an Indiana limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIPATH NEW YORK, LLC

  (a Delaware limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  DIAGNOSTICS PATHOLOGY
  MANAGEMENT SERVICES, LLC

  (an Oklahoma limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  O’QUINN MEDICAL PATHOLOGY
  ASSOCIATION, LLC

  (a Georgia limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMERIPATH, INC., its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
   

  	
  Title:   
  Executive Vice President and CFO

  
						



 


	
   

  	
  AMERIPATH, LLC

  (a Delaware limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  API NO. 2, LLC

  (a Delaware limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCKY MOUNTAIN PATHOLOGY,
  L.L.C.

  (a Utah limited liability company)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
  Title:   
  Sole Manager

  
					



 


8

















 


	
   

  	
  AMERIPATH TEXAS, L.P.

  (a Delaware limited partnership)

  
	
   

  	
   

  
	
   

  	
  BY: AMERIPATH, LLC, ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
  Title:   
  Sole Manager

  



 


	
   

  	
  COLUMBUS PATHOLOGY ASSOCIATES

  (a Mississippi general partnership)

  
	
   

  	
   

  	
   

  
	
   

  	
  By: CPA I,
  INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
  Title:   
  Vice President

  
					



 


	
   

  	
  NUCLEAR MEDICINE AND PATHOLOGY
  ASSOCIATES

  (a Georgia general partnership)

  
	
   

  	
   

  	
   

  
	
   

  	
  By: PETER G.
  KLACSMANN, M.D., INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
  Name: 
  David L. Redmond

  
	
   

  	
   

  	
  Title:   
  Vice President

  
					



 


9

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON,

  acting through its Cayman Islands branch, as an Existing Lender and as
  Administrative Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ JOSEPH
  A. DIPEETRO

  	
   

  
	
   

  	
   

  	
  Name: 
  Joseph A. DiPietro

  
	
   

  	
   

  	
  Title:   
  Director

  
					



 


	
   

  	
  by

  	
  /s/ RICHARD
  B. CAREY

  	
   

  
	
   

  	
   

  	
  Name: 
  Richard B. Carey

  
	
   

  	
   

  	
  Title:   
  Managing Director

  



 


10

















 


	
   

  	
  TERM LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON,

  acting through its Cayman Islands branch,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ JOSEPH
  A. DIPEETRO

  	
   

  
	
   

  	
   

  	
  Name: 
  Joseph A. DiPietro

  
	
   

  	
   

  	
  Title:  
  Director

  
					



 


	
   

  	
  by

  	
  /s/ RICHARD
  B. CAREY

  	
   

  
	
   

  	
   

  	
  Name: 
  Richard B. Carey

  
	
   

  	
   

  	
  Title:   
  Managing Director

  



 


11

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
  1888 FUND, LTD

  



 


	
   

  	
  by

  	
  /s/ KAITLIN
  TRINH

  
	
   

  	
   

  	
  Name: 
  Kaitlin Trinh

  
	
   

  	
   

  	
  Title:   
  Fund Controller

  



 


12

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Sankaty Advisors, LLC as
  Collateral

  Manager for AVERY POINT CLO,

  LTD., as Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE J.
  EXETER

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane J. Exeter

  
	
   

  	
   

  	
   

  	
  Title:   
  Managing Director

  



 


13

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  BALLYROCK CDO I Limited,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: BALLYROCK Investment Advisors
  LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ LISA
  RYMUT

  
	
   

  	
   

  	
   

  	
  Name: 
  Lisa Rymuy

  
	
   

  	
   

  	
   

  	
  Title:   
  Assistant Treasurer

  



 


14

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  BALLYROCK CDO I Limited,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: BALLYROCK Investment
  Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ LISA
  RYMUT

  
	
   

  	
   

  	
   

  	
  Name: 
  Lisa Rymuy

  
	
   

  	
   

  	
   

  	
  Title:   
  Assistant Treasurer

  



 


15

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  BlackRock Limited Duration
  Income Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ MARK J.
  WILLIAMS

  
	
   

  	
   

  	
   

  	
  Name: 
  Mark J. Williams

  
	
   

  	
   

  	
   

  	
  Title:   
  Authorized Signatory

  



 


16

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  BLUE SQUARE FUNDING SERIES 3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ JENNIFER
  DIPASQUALE

  
	
   

  	
   

  	
   

  	
  Name: 
  Jennifer DiPasquale

  
	
   

  	
   

  	
   

  	
  Title:   
  Assistant Vice President

  



 


17

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Sankaty Advisors, LLC as
  Collateral Manager for Brant Point II CBO 2000 I LTD., as Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE J.
  EXETER

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane J. Exeter

  
	
   

  	
   

  	
   

  	
  Title:    Managing Director

  Portfolio Manager

  



 


18

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE J.
  EXETER

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane J. Exeter

  
	
   

  	
   

  	
   

  	
  Title:    Managing Director

  Portfolio Manager

  



 


19

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE J.
  EXETER

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane J. Exeter

  
	
   

  	
   

  	
   

  	
  Title:    Managing Director

  Portfolio Manager

  



 


20

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Sankaty Advisors, LLC as Collateral
  Manager for Castle Hill III - CLO, Limited, as Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE J.
  EXETER

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane J. Exeter

  
	
   

  	
   

  	
   

  	
  Title:    Managing Director

  Portfolio Manager

  



 


21

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  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/ JAMES R.
  FELLOWS

  
	
   

  	
   

  	
   

  	
  Name: 
  James R. Fellows

  
	
   

  	
   

  	
   

  	
  Title:    Vice President &

  Portfolio Manager

  



 


22

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  COLUMBIA FLOATING RATE ADVANTAGE
  FUND (f/k/a Stein Roe Floating Rate Limited Liability Company)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Columbia Management
  Advisors, Inc., As Advisor

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ JAMES R.
  FELLOWS

  
	
   

  	
   

  	
   

  	
  Name: 
  James R. Fellows

  
	
   

  	
   

  	
   

  	
  Title:    Vice President &

  Portfolio Manager

  
					



 


23

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Deutsche Bank Trust Company
  Americas

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ DIANE F.
  ROLFE

  
	
   

  	
   

  	
   

  	
  Name: 
  Diane F. Rolfe

  
	
   

  	
   

  	
   

  	
  Title:    Vice President

  
					



 


24

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Emerald Orchard Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ STACEY
  MALEK

  
	
   

  	
   

  	
   

  	
  Name: 
  Stacey Malek

  
	
   

  	
   

  	
   

  	
  Title:    Attorney In Fact

  



 


25

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  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

  



 


26

















 


	
   

  	
  SIGNATURE PAGE TO THE

  AMENDMENT AGREEMENT TO THE

  AMERIPATH, INC. CREDIT AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Fidelity Fixed Income Trust:
  Fidelity High Income Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ JOHN H.
  COSTELLO

  
	
   

  	
   

  	
   

  	
  Name: 
  John H. Costello

  
	
   

  	
   

  	
   

  	
  Title:    Assistant Treasurer

  



 


27

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  Fidelity
  Puritan Trust Fidelity Balanced Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  JOHN H. COSTELLO

  
	
   

  	
   

  	
   

  	
  Name: John
  H. Costello

  
	
   

  	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
					



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  General
  Electric Capital Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  W. JEROME McDERMOTT

  
	
   

  	
   

  	
   

  	
  Name: W.
  JEROME McDERMOTT

  
	
   

  	
   

  	
   

  	
  Title: DULY
  AUTHORIZED SIGNATORY

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  GLENEAGLES
  TRADING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  DIANA M. HIMES

  
	
   

  	
   

  	
   

  	
  Name: DIANA
  M. HIMES

  
	
   

  	
   

  	
   

  	
  Title:
  ASSISTANT VICE PRESIDENT

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GoldenTree
  Link Yield Opportunities L.L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  By:
  Goldentree Asset Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
   

  	
  Title: 

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GoldenTree
  Loan Opportunities I, Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  By:
  Goldentree Asset Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
   

  	
  Title: 

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Golden Tree
  High Yield Opportunities II, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  By:
  Goldentree Asset Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
   

  	
  Name: Frederick
  S. Haddad

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GoldenTree
  Loan Opportunities II, Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  By:
  Goldentree Asset Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
   

  	
  Name: Frederick
  S. Haddad

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  HARBOUR TOWN
  FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ DIANA
  M. HIMES

  
	
   

  	
   

  	
   

  	
  Name:

  	
  DIANA M.
  HIMES

  
	
   

  	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Highland
  Legacy Limited

  
	
  Name of Lender:

  	
   

  	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Highland
  Loan Funding V Ltd.

  
	
  Name of Lender:

  	
   

  	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  LAGUNA
  FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ DIANA
  M. HIMES

  
	
   

  	
   

  	
   

  	
  Name:

  	
  DIANA M.
  HIMES

  
	
   

  	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  
								



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  LOAN FUNDING
  IV, LLC

  
	
  Name of Lender:

  	
   

  	
  By: 

  	
  Highland Capital Management, L.P.

  
	
   

  	
   

  	
  As Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ MARK
  OKADA

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark Okada

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Investment Officer

  Highland Capital Management, L.P.

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Loan Funding
  Corp. THC, Ltd.

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ STACEY
  MALEK

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stacey Malek

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Attorney in
  Fact

  
								



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Magnetite V
  CLO, Limited

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ MARK
  J. WILLIAMS

  
	
   

  	
   

  	
   

  	
  Name:

  	
  MARK J. WILLIAMS

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  	
   

  
									



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Morgan
  Stanley Prime Income Trust

  
	
  Name of Lender:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ ELIZABETH
  BODISCH

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Elizabeth
  Bodisch

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  ORIX FUNDING
  LLC

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ DIANA
  M. HIMES

  
	
   

  	
   

  	
   

  	
  Name:

  	
  DIANA M.
  HIMES

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  	
   

  
									



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Restoration
  Funding CLO, LTD

  	
   

  
	
  Name of Lender:

  	
   

  	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  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 AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  Sankaty High
  Yield Partners III, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
   

  	
  Name:

  	
  DIANE J.
  EXTER

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  MANAGING
  DIRECTOR

  PORTFOLIO MANAGER

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  SRF 2000,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ DIANA
  M. HIMES

  
	
   

  	
   

  	
   

  	
  Name:

  	
  DIANA M.
  HIMES

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  ASSISTANT
  VICE PRESIDENT

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Sun America
  Life Insurance Company

  	
   

  
	
  Name of Lender:

  	
   

  	
  by: AIG
  Global Investment Corp.

  	
   

  
	
   

  	
   

  	
  as
  Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  W. JEFFREY BAXTER

  
	
   

  	
   

  	
   

  	
  Name:

  	
  W. Jeffrey
  Baxter

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
   

  	
  Toronto
  Dominion (New York), Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/ STACEY
  MALEK

  
	
   

  	
   

  	
   

  	
  Name:

  	
  STACEY MALEK

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  VICE
  PRESIDENT

  
							



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  VAN KAMPEN

  	
   

  
	
  Name of Lender:

  	
   

  	
  SENIOR
  INCOME TRUST

  	
   

  
	
   

  	
   

  	
  By: Van
  Kampen Investment Advisory Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  CHRISTINA JAMIESEN

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Christina
  Jamiesen

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Executive
  Director

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  VAN KAMPEN

  	
   

  
	
  Name of Lender:

  	
   

  	
  SENIOR LOAN
  FUND

  	
   

  
	
   

  	
   

  	
  By: Van
  Kampen Investment Advisory Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  CHRISTINA JAMIESEN

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Christina
  Jamiesen

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Executive
  Director

  
						



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Venture CDO
  2002, Limited

  	
   

  
	
   

  	
   

  	
  By its
  investment advisor, MJX Asset

  	
   

  
	
  Name of Lender:

  	
   

  	
  Management
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ KENNETH
  OSTMANN

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  Ostmann

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
					



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Venture II
  CDO 2002, Limited

  	
   

  
	
  Name of Lender:

  	
   

  	
  By its
  investment advisor, MJX Asset

  	
   

  
	
   

  	
   

  	
  Management
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ KENNETH
  OSTMANN

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  Ostmann

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
					



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Venture III
  CDO, Limited

  	
   

  
	
  Name of Lender:

  	
   

  	
  By its
  investment advisor, MJX Asset

  	
   

  
	
   

  	
   

  	
  Management
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ KENNETH
  OSTMANN

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  Ostmann

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
					



 

















 


	
   

  	
  SIGNATURE
  PAGE TO

  AMENDMENT AGREEMENT

  DATED AS OF FEBRUARY 17,

  2004, TO THE AMERIPATH, INC.

  CREDIT AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender:

  	
   

  	
  Wachovia
  Bank, National Association

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
      /s/
  JEANETTE A. GRIFFIN

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeanette A.
  Griffin

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Director

  
						



 

















 


SCHEDULE I TO


AMENDMENT AGREEMENT


 


Converted Subsidiary Guarantors


 


	
  Converted Subsidiary Guarantor

  	
   

  	
  Predecessor
  Corporation

  
	
  AmeriPath New York, LLC

  	
   

  	
  AmeriPath New York, Inc.

  
	
  Diagnostics Pathology Management Services, LLC

  	
   

  	
  Diagnostics Pathology Management Services, Inc.

  
	
  O’Quinn Medical Pathology Association, LLC

  	
   

  	
  O’Quinn Medical Pathology Association, Inc.

  



 

















 


SCHEDULE II TO


AMENDMENT AGREEMENT


 


New Subsidiaries


 


	
  New Subsidiary

  	
   

  	
  Jurisdiction
  of Organization

  
	
  AmeriPath Florida, LLC

  	
   

  	
  Delaware

  
	
  AmeriPath Pennsylvania, LLC

  	
   

  	
  Pennsylvania

  
	
  AmeriPath Wisconsin, LLC

  	
   

  	
  Wisconsin

  
	
  Regional Pathology Consultants, LLC

  	
   

  	
  Utah