Exhibit 10.1


 


$75,000,000


 


AmeriPath, Inc.


 


10 1/2% Senior Subordinated Notes Due 2013


 


AMENDED AND RESTATED

PURCHASE AGREEMENT


 


February 11, 2004


 


CREDIT SUISSE FIRST BOSTON LLC


CITIGROUP GLOBAL MARKETS INC.


DEUTSCHE BANK SECURITIES INC.


WACHOVIA CAPITAL MARKETS, LLC


c/o Credit
Suisse First Boston LLC,


Eleven Madison
Avenue,


New York, New
York  10010-3629


 


Dear Sirs:


 


1.  Introductory.  AmeriPath, Inc., a Delaware corporation (the
“Company”)
and a wholly owned subsidiary of AmeriPath Holdings, Inc. (“Parent”),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several initial purchasers named in Schedule A hereto (the “Purchasers”)
$75,000,000 principal amount of its 10 1/2% Senior Subordinated Notes due 2013
(the “Offered
Securities”) to be issued as additional securities under the
indenture dated as of March 27, 2003 (the “Indenture”), among the
Company, the Guarantors (as defined in paragraph 2(e) below) and U.S. Bank
National Association, as Trustee, on a private placement basis pursuant to an
exemption under Section 4(2) of the United States Securities Act of 1933,
as amended (the “Securities Act”). 
Concurrently with the consummation of the purchase and sale of the
Offered Securities, the Company will enter into an amendment to the credit
agreement (the “Amendment and Restatement”) dated as of March 27, 2003
(as amended, the “Amended and Restated Credit Agreement”)
among itself, Parent, the guarantors named therein, Credit Suisse First Boston,
as administrative and collateral agent, and the lenders named therein.  In connection therewith, the Company hereby
agrees with the several Purchasers as follows:


 


The obligation
of the Company to sell to the several Purchasers the Offered Securities is
subject to the Company’s obtaining the requisite consents (the “Consents”)
from the lenders required to effect the Amendment and Restatement.


 


The holders of
the Offered Securities will be entitled to the benefits of a Registration
Rights Agreement among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant
to which the Company agrees to file a registration statement with


 

















 


the Securities Exchange
Commission (the “Commission”)
registering the resale of the Offered Securities under the Securities Act.


 


2.  Representations
and Warranties of the Company. 
The Company represents and warrants to, and agrees with, the several
Purchasers that:


 


(a)  A preliminary offering
circular and an offering circular relating to the Offered Securities has been prepared
by the Company.  Such preliminary
offering circular (the “Preliminary Offering Circular”) and
offering circular (the “Offering Circular”), as supplemented as of
the date of this Agreement, together with any other document approved by the
Company for use in connection with the contemplated resale of the Offered
Securities, are hereinafter collectively referred to as the “Offering
Document”.  The Preliminary
Offering Circular as of its date did not and the Offering Circular as of the
date of this Agreement does not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  The preceding sentence does
not apply to statements in or omissions from the Offering Document based upon
written information furnished to the Company by any Purchaser through Credit
Suisse First Boston LLC (the “Representative”) specifically for use
therein; it being understood and agreed that the only such information is that
described as such in Section 7(b) hereof.


 


(b)  The Company has been duly
incorporated and is an existing corporation in good standing under the laws of
the State of Delaware, with the corporate power and authority to own its
properties and conduct its business as described in the Offering Document; and
the Company is duly qualified to do business as a foreign corporation in good
standing (to the extent such qualification exists) in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be so qualified
individually or in the aggregate would not have a material adverse effect on
the business, assets, operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries (as defined in
paragraph 2(c) below) taken as a whole (a “Material Adverse Effect”).


 


(c)  Each of the Company’s
subsidiaries (the “Subsidiaries”) has been duly incorporated
or organized and is an existing corporation or other applicable legal entity in
good standing (to the extent such qualification exists) under the laws of the
jurisdiction of its incorporation or organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Offering Document; and each Subsidiary is duly qualified to do
business as a foreign corporation or other applicable legal entity in good
standing (to the extent such qualification exists) in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be so qualified
individually or in the aggregate would not have a Material Adverse Effect; the
legal name and jurisdiction of incorporation or organization of each Subsidiary
has been set forth on Schedule B hereto; all of the issued and outstanding
capital stock (or other equity securities) of each Subsidiary has been duly
authorized and validly issued and is fully paid and nonassessable (or
equivalent); and, except as disclosed in the Offering Document or


 


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otherwise set
forth on Schedule B hereto, all of the capital stock of each Subsidiary is
owned by the Company, directly or through other Subsidiaries, free from liens,
encumbrances and defects.


 


(d)  This Agreement, the
Indenture and the Registration Rights Agreement have been (or have been or will
be on the Closing Date, as the case may be, in the case of the Guarantors) duly
authorized by the Company and, to the extent applicable, the Guarantors; this
Agreement has been duly executed and delivered by the Company; the Indenture
has been (or has been or will be on the Closing Date, as the case may be, in
the case of the Guarantors) duly executed and delivered by the Company, Parent
and the Guarantors; the Offered Securities have been duly authorized by the
Company; when the Offered Securities are delivered and paid for pursuant to
this Agreement on the Closing Date (as defined in paragraph 3 below), the
Registration Rights Agreement will have been duly executed and delivered by the
Company and the Guarantors, such Offered Securities will have been duly
executed, authenticated, issued and delivered by the Company and will conform
in all material respects to the description thereof contained in the Offering
Document; and when the Offered Securities have been issued, executed and
authenticated and delivered to and paid for by the Purchasers in accordance
with the terms of this Agreement and the Indenture, such Offered Securities and
the Registration Rights Agreement will constitute valid and legally binding
obligations of the Company and, to the extent applicable, the Guarantors,
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights, to general equity
principles (regardless of whether considered in a proceeding at law or in
equity) and, with respect to the indemnification and contribution provisions of
this Agreement and the Registration Rights Agreement, applicable federal and
state securities laws.


 


(e)  On the Closing Date, the
guaranty (the “Guaranty”) of the Offered Securities by each Subsidiary that
is a guarantor thereof (the “Guarantors”) will have been duly authorized
by each such Guarantor, and will conform in all material respects to the
description thereof contained in the Offering Document; on the Closing Date,
the Joinder Agreement (as defined below) will have been duly authorized,
executed and delivered by each Guarantor and, upon execution and delivery
thereof, this Agreement will constitute a valid and legally binding obligation
of the Guarantors, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles (regardless of whether considered in a
proceeding at law or in equity); when the Offered Securities have been issued,
executed and authenticated in accordance with the Indenture and delivered to
and paid for by the Purchasers in accordance with the terms of this Agreement,
the Guaranty of each Guarantor will constitute a valid and legally binding
obligation of each such Guarantor enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights, to general equity principles (regardless of whether
considered in a proceeding at law or in equity) and, with respect to the
indemnification and contribution provisions of this Agreement and the
Registration Rights Agreement, applicable federal and state securities laws.


 


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(f)  On the Closing Date, the
Amendment and Restatement will be duly authorized by the Company, the Parent
and the Guarantors; on the Closing Date, the Amendment and Restatement will
have been duly executed and delivered by the Company, the Parent and the
Guarantors; and the Amended and Restated Credit Agreement conforms in all
material respects to the description thereof in the Offering Document, and on
the Closing Date, assuming the due authorization, execution, and delivery by
the agents and lenders thereunder, the Amended and Restated Credit Agreement
will constitute the valid and legally binding obligation of each of the
Company, the Parent and the Guarantors, respectively, enforceable against each
of them in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles (regardless of whether considered in a proceeding at law or in
equity).


 


(g)  On the Closing Date, the
Exchange Securities (as defined in the Registration Rights Agreement) will have
been duly authorized by the Company; and when the Exchange Securities are
issued, executed and authenticated in accordance with the terms of the Exchange
Offer (as defined in the Registration Rights Agreement) and the Indenture, the
Exchange Securities will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles (regardless of whether considered in a proceeding at law or
in equity).


 


(h)  On the Closing Date, the
guaranty of the Exchange Securities by each Guarantor will have been duly
authorized by each such Guarantor; and when the Exchange Securities have been
issued, executed and authenticated in accordance with the terms of the Exchange
Offer and the Indenture, the guaranty of each Guarantor will constitute a valid
and legally binding obligation of each such Guarantor, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles
(regardless of whether considered in a proceeding at law or in equity).


 


(i)  Except as disclosed in the
Offering Document, there are no contracts, agreements or understandings between
the Company or any Subsidiary and any person (other than the Purchasers) that
would give rise to a valid claim against the Company, any Subsidiary or any
Purchaser for a brokerage commission, finder’s fee or other like payment in
connection with the issuance of the Offered Securities.


 


(j)  No consent, approval, authorization,
or order of, or filing with, any governmental agency or body or any court is
required for the consummation of the transactions contemplated by this
Agreement and the Registration Rights Agreement in connection with the issuance
and sale of the Offered Securities by the Company, except for the filing of the
Exchange Offer Registration Statement or the Shelf Registration Statement and
the order of the Commission declaring the Exchange Offer Registration Statement
or the Shelf Registration Statement (each as defined in the Registration Rights


 


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Agreement)
effective and except as may be required under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”) or state securities laws.


 


(k)  The performance of the
Indenture, the execution, delivery and performance of the Guaranty, this
Agreement and the Registration Rights Agreement, and the issuance and sale of
the Offered Securities and compliance with the terms and provisions thereof
will not result in a breach or violation of any of the terms and provisions of,
or constitute a default under, (i) any statute, any rule, regulation or
order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, the Parent or any Subsidiary or any of
their properties, (ii)  assuming receipt of the Consents, any agreement or
instrument to which the Company, the Parent or any such Subsidiary is a party
or by which the Company, the Parent or any such Subsidiary is bound or to which
any of the properties of the Company, the Parent or any such Subsidiary is
subject, or (iii) the charter or by-laws of the Company, the Parent or any
such Subsidiary; and the Company has full power and authority to authorize, issue
and sell the Offered Securities as contemplated by this Agreement, except in
the case of clause (i) and (ii) for any breach or violation of or default
under any such statute, rule, regulation, order, agreement or instrument that
individually or in the aggregate wound not have a Material Adverse Effect.


 


(l)  Except as disclosed in the
Offering Document, the Company and the Subsidiaries have good and marketable
title to all real properties and all other material properties and assets owned
by them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made
or to be made thereof by them; and, except as disclosed in the Offering
Document, the Company and the Subsidiaries hold any leased real or material
personal property under valid and enforceable leases with no exceptions that
would materially interfere with the use made or to be made thereof by them.


 


(m)  Except as would not
individually or in the aggregate have a Material Adverse Effect, the Company
and the Subsidiaries possess adequate certificates, authorities or permits
issued by appropriate governmental agencies or bodies necessary to conduct the
business now operated by them and have not received any notice of proceedings
relating to the revocation or modification of any such certificate, authority
or permit.


 


(n)  No labor dispute with the
employees of the Company or any Subsidiary exists or, to the knowledge of the
Company, is imminent that is reasonably likely to have a Material Adverse
Effect.


 


(o)  Except as would not
individually or in the aggregate have a Material Adverse Effect, the Company
and the Subsidiaries own, possess or can acquire on reasonable terms, or have
valid licenses or other legal rights to use, adequate trademarks, trade names
and other rights to inventions, know-how, patents, copyrights, confidential
information and other intellectual property (collectively, “intellectual
property  rights”) necessary to conduct the business
now operated by them, or presently used by them, and have not received any
notice of infringement of or conflict with asserted rights of others with
respect to any intellectual property rights.


 


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(p)  Except as disclosed in the
Offering Document, none of the Company or any of the Subsidiaries is in
violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, “environmental  laws”), owns or operates any
real property contaminated with any substance that is subject to any
environmental laws, is liable for any off-site disposal or contamination
pursuant to any environmental laws, or is subject to any claim relating to any
environmental laws, which violation, contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and the
Company is not aware of any pending investigation which might lead to such a
claim.


 


(q)  Except as disclosed in the
Offering Document, there are no pending actions, suits or proceedings against
or, to the Company’s knowledge, affecting the Company or any of the
Subsidiaries or any of their respective properties that, if determined
adversely to the Company or any of the Subsidiaries, would individually or in
the aggregate have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company to perform its obligations under the
Indenture, this Agreement or the Registration Rights Agreement, or which
are otherwise material in the context of the sale of the Offered Securities;
and no such actions, suits or proceedings are, to the knowledge of the Company,
threatened.


 


(r)  The financial statements
included in the Offering Document present fairly in all material respects the
financial position of the Company and the Subsidiaries, on a consolidated
basis, as of the dates shown, and their results of operations and cash flows
for the periods shown, and such financial statements have been prepared in
conformity with the generally accepted accounting principles in the United
States applied on a consistent basis; and the assumptions used in preparing the
pro forma financial statements included in the Offering Document provide a
reasonable basis for presenting the significant effects directly attributable
to the transactions or events described therein, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
columns therein reflect the proper application of those adjustments to the
corresponding historical financial statement amounts.


 


(s)  Except as disclosed in the
Offering Document, since the date of the latest audited financial statements
included in the Offering Document there has been no material adverse change,
nor any development or event involving a prospective material adverse change, in
the business, assets, operations, condition (financial or other) or prospects
of the Company and the Subsidiaries taken as a whole, and, except as disclosed
in or contemplated by the Offering Document, there has been no dividend or
distribution of any kind declared, paid or made by the Company or any
Subsidiary on any class of capital stock.


 


(t)  The Company is not an
open-end investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
United States Investment Company Act of 1940 (the “Investment Company Act”); and
the Company is not and, after giving effect to the offering and sale of the


 


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Offered
Securities and the application of the proceeds thereof as described in the
Offering Document, will not be an “investment company” as defined in the
Investment Company Act.


 


(u)  Other than the Existing
Notes (as defined below), no securities of the same class (within the meaning
of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
listed on any national securities exchange registered under Section 6 of
the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.


 


(v)  Assuming the accuracy of
the Purchasers’ representations and warranties contained in Section 4
below, the offer and sale of the Offered Securities by the Company to the
several Purchasers in the manner contemplated by this Agreement will be exempt
from the registration requirements of the Securities Act by reason of
Section 4(2) thereof and Regulation S and the Indenture has been
qualified under the United States Trust Indenture Act of 1939, as amended (the
“Trust
Indenture Act”); the Indenture conforms in all material respects to
the requirements of the Trust Indenture Act and the rules and regulations of
the Commission applicable to an indenture that is qualified thereunder.


 


(w)  Neither the Company or any
of its affiliates nor any person acting on its or their behalf (i) has,
within the six-month period prior to the date hereof, offered or sold in the
United States or to any U.S. person (as such terms are defined in
Regulation S under the Securities Act) the Offered Securities or any
security of the same class or series as the Offered Securities (other than the
Existing Notes) or (ii) has offered or will offer or sell the Offered
Securities (A) in the United States by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act or (B) with respect to any securities sold in reliance
on Rule 903 of Regulation S, by means of any directed selling efforts
within the meaning of Rule 902(c) of Regulation S.  The Company has not entered and will not
enter into any contractual arrangement with respect to the distribution of the
Offered Securities except for this Agreement. 
The Company issued $275,000,000 principal amount of 10 1/2% Senior
Subordinated Notes Due 2013 under the Indenture, the terms of which are
substantially similar to the terms of the Offered Securities (the “Existing
Notes”).


 


(x)  Neither the Company or any
Subsidiary nor any agent thereof acting on their behalf has taken, and none of
them will take, any action that might cause the transactions contemplated by
this Agreement, including the issuance or sale of the Offered Securities, to
violate Regulation T, Regulation U or Regulation X of the Board
of Governors of the Federal Reserve System.


 


3.  Purchase,
Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Purchasers, and the Purchasers agree, severally
and not jointly, to purchase from the Company, at a purchase price of 103.88%
of the principal amount thereof plus accrued interest from October 1,
2003, to the Closing Date (as hereinafter defined) the respective principal
amounts of Offered Securities set forth opposite the names of the several Purchasers
in Schedule A hereto.


 


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The Company
will deliver against payment of the purchase price the Offered Securities to be
offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form
of one or more temporary global Securities in registered form without interest
coupons (the “Temporary Regulation S
Global Securities”) which will be deposited with the Trustee as
custodian for The Depository Trust Company (“DTC”)
and registered in the name of Cede & Co., as nominee for DTC.  The Company will deliver against payment of
the purchase price the Offered Securities to be purchased by each Purchaser
hereunder and to be offered and sold by each Purchaser in reliance on
Rule 144A under the Securities Act (the “144A
Securities”) in the form of one or more permanent global security in
definitive form without interest coupons (the “Restricted
Global Securities”) deposited with the Trustee as custodian for DTC
and registered in the name of Cede & Co., as nominee for DTC.  The Temporary Regulation S Global Securities
and the Restricted Global Securities shall be assigned separate CUSIP
numbers.  The Restricted Global
Securities shall include the legend regarding restrictions on transfer set
forth under “Transfer Restrictions” in the Offering Document.  Interests in any permanent global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Offering Document.


 


Payment for
the Temporary Regulation S Global Securities and the 144A Securities shall
be made by the Purchasers in Federal (same day) funds by wire transfer to an
account of the Company or an account as the Company may direct at a bank
acceptable to the Representative, at the office of Cravath, Swaine &
Moore LLP at 9:30 a.m. (New York time) on February 17, 2004, or at
such other place or time not later than seven full business days thereafter as
the Representative and the Company determine, such time being herein referred
to as the “Closing Date”, against
delivery to the Trustee as custodian for DTC of (i) the Temporary
Regulation S Global Securities representing all of the Regulation S
Securities and (ii) the Restricted Global Securities representing all of
the 144A Securities.  The Temporary
Regulation S Global Securities and the Restricted Global Securities will
be made available for checking at the office of Cravath, Swaine &
Moore LLP or such other place of closing at least 24 hours prior to the
Closing Date.


 


4.  Representations by Purchasers; Resale by Purchasers.


 


(a)  Each Purchaser severally represents and
warrants to the Company that it is an “accredited investor” within the meaning
of Regulation D under the Securities Act.


 


(b)  Each Purchaser severally acknowledges that
the Offered Securities have not been registered under the Securities Act and
may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except in accordance with Regulation S or
pursuant to an exemption from the registration requirements of the Securities
Act.  Each Purchaser severally
represents and agrees that it has offered and sold the Offered Securities and
will offer and sell the Offered Securities (i) as part of their
distribution at any time and (ii) otherwise until 40 days after the later
of the commencement of the offering and the Closing Date, only in accordance
with Rule 144A (“Rule 144A”) or Rule 903 under the
Securities Act.  Accordingly, neither
such Purchaser nor its affiliates, nor any persons acting on its or their
behalf, have engaged or will engage in any directed selling efforts with
respect to the Offered Securities, and such Purchaser, its affiliates and all
persons acting on its or their behalf have complied and will comply with the offering
restrictions requirement of Regulation S. 
Each Purchaser severally


 


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agrees that, at or prior to
confirmation of sale of the Offered Securities, other than a sale pursuant to
Rule 144A, such Purchaser will have sent to each distributor, dealer or
person receiving a selling concession, fee or other remuneration that purchases
the Offered Securities from it during the restricted period a confirmation or
notice to substantially the following effect:


 


“The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933 (the “Securities Act”) and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until
40 days after the later of the date of the commencement of the offering
and the closing date, except in either case in accordance with
Regulation S (or Rule 144A if available) under the Securities
Act.  Terms used above have the meanings
given to them by Regulation S.”


 


Terms used in this subsection (b) have the meanings given to them
by Regulation S.


 


(c)  Each Purchaser severally agrees that it and
each of its affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities except
for any such arrangements with the other Purchasers or affiliates of the other
Purchasers that have been previously disclosed to the Company in writing or
with the prior written consent of the Company.


 


(d)  Each Purchaser severally agrees that it and
each of its affiliates will not offer or sell the Offered Securities by means
of  any form of general solicitation or
general advertising, within the meaning of Rule 502(c) under the
Securities Act, including, but not limited to (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or (ii) any seminar
or meeting whose attendees have been invited by any general solicitation or
general advertising.  Each Purchaser
severally agrees, with respect to resales made in reliance on Rule 144A of
any of the Offered Securities, to deliver either with the confirmation of such
resale or otherwise prior to settlement of such resale a notice to the effect
that the resale of such Offered Securities has been made in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Rule 144A.


 


(e)  Each of the Purchasers severally represents
and agrees that (i) it has not offered or sold, and prior to the date six
months after the date of issue of the Offered Securities will not offer or
sell, any Offered Securities to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the Offered Securities in,
from or otherwise involving the United Kingdom; and (iii) it has only
issued or passed on, and will only issue or pass on, in the United Kingdom any
document received by it in connection with the issue of the Offered Securities
to a person who is of a kind described in Article 11(3) of the Financial
Services Act


 


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1986 (Investment
Advertisements)(Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.


 


5.  Certain
Agreements of the Company. 
The Company agrees with the several Purchasers that:


 


(a)  The Company will advise the
Representative promptly of any proposal to amend or supplement the Offering
Document and, except as contemplated by the next sentence, will not effect such
amendment or supplementation without the Representative’s consent.  If, at any time prior to the completion of
the resale of the Offered Securities by the Purchasers any event occurs as a
result of which the Offering Document as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
at any such time to amend or supplement the Offering Document to comply with
any applicable law, the Company promptly will notify the Representative of such
event and promptly will prepare, at its own expense, an amendment or supplement
which will correct such statement or omission or effect such compliance.  Neither the Representative’s consent to, nor
the Purchasers’ delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 6.


 


(b)  The Company will furnish to
the Representative copies of the Offering Document and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as the Representative requests, and the Company will furnish to the
Representative on the date hereof copies of the Offering Document.  At any time when the Company is not subject
to Section 13 or 15(d) of the Exchange Act, the Company will promptly
furnish or cause to be furnished to the Representative and, upon request, to
each of the other Purchasers and, upon request of holders of the Offered
Securities, to such holders, copies of the information required to be delivered
to holders and prospective purchasers of the Offered Securities pursuant to
Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto) in order to permit compliance with Rule 144A in connection with
resales by such holders of the Offered Securities.  The Company will pay the expenses of printing and distributing to
the Purchasers all such documents.


 


(c)  The Company will arrange
for the qualification of the Offered Securities for sale and the determination
of their eligibility for investment under the laws of such states in the United
States as the Representative designates and will continue such qualifications
in effect so long as required for the resale of the Offered Securities by the
Purchasers; provided that the Company will not be required to qualify as
a foreign corporation or to file a general consent to service of process or
become subject to taxation in any such state.


 


(d)  So long as the Offered
Securities, Exchange Securities or Private Exchange Securities (as defined in
the Registration Rights Agreement) are outstanding and held by any Purchaser or
its affiliates, the Company will furnish to the Representative, as soon as


 


10

















 


practicable
after the end of each fiscal year, a copy of any annual report to shareholders
for such year that is mailed to shareholders; and the Company will furnish to
the Representative such other information concerning the Company as the
Representative may reasonably request from time to time, subject to any
confidentiality arrangements reasonably requested by the Company.


 


(e)  During the period of two
years after the Closing Date, the Company will, upon request, furnish to the
Representative  and any holder of
Offered Securities a copy of the restrictions on transfer applicable to the
Securities.


 


(f)  During the period of two
years after the Closing Date, the Company will not, and will not permit any of
its affiliates (as defined in Rule 144 under the Securities Act) that are
subsidiaries of Parent to, resell any of the Offered Securities that have been
reacquired by any of them.


 


(g)  During the period of two
years after the Closing Date, the Company will not be or become, an open-end
investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act.


 


(h)  The Company will pay all
expenses incidental to the performance of its obligations under this Agreement,
the Indenture and the Registration Rights Agreement, including (i) the
fees and expenses of the Trustee and its professional advisers; (ii) all
expenses in connection with the execution, issue, authentication, packaging and
initial delivery of the Offered Securities and, as applicable, the Exchange
Securities, the preparation and printing of this Agreement, the Registration
Rights Agreement, the Offered Securities, the Indenture, the Offering Document
and amendments and supplements thereto, and any other document relating to the
issuance, offer, sale and delivery of the Offered Securities and, as
applicable, the Exchange Securities; (iii) the cost of qualifying the
Offered Securities for trading in The PortalSM Market (“PORTAL”)
of The Nasdaq Stock Market, Inc. and any expenses incidental thereto,
(iv) the cost of any advertising approved by the Company in connection
with the issue of the Offered Securities, (v) for any expenses (including
fees and disbursements of counsel) incurred in connection with qualification of
the Offered Securities or the Exchange Securities for sale under the laws of
such jurisdictions as the Representative designates and the printing of
memoranda relating thereto, (vi) for any fees charged by investment rating
agencies for the rating of the Offered Securities or the Exchange Securities
and (vii) for expenses incurred in distributing preliminary offering
circulars and the Offering Document (including any amendments and supplements
thereto) to the Purchasers.  The Company
will reimburse the Purchasers an amount equal to any reasonable travel and other
expenses of the officers and employees of the Company or the Subsidiaries
incurred by the Purchasers in connection with attending or hosting meetings
with prospective purchasers of the Offered Securities.


 


(i)  In connection with the
offering, until the Representative shall have notified the Company of the
completion of the resale of the Offered Securities, neither the Company nor any
of its affiliates has or will, either alone or with one or more other persons,
bid for


 


11

















 


or purchase
for any account in which it or any of its affiliates has a beneficial interest
any Offered Securities or attempt to induce any person to purchase any Offered
Securities; and neither it nor any of its affiliates will make bids or
purchases for the purpose of creating actual, or apparent, active trading in,
or of raising the price of, the Offered Securities.


 


(j)  For a period of
180 days after the date of the initial offering of the Offered Securities
by the Purchasers, without the prior written consent of the Representative, the
Company will not offer, sell, contract to sell, pledge, or otherwise dispose
of, directly or indirectly, any United States dollar-denominated debt
securities issued or guaranteed by the Company and having a maturity of more
than one year from the date of issue. 
The Company will not at any time offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any securities under
circumstances where such offer, sale, pledge, contract or disposition would
cause the exemption afforded by Section 4(2) of the Securities Act to
cease to be applicable to the offer and sale of the Offered Securities.


 


6.  Conditions
of the Obligations of the Purchasers.  The obligations of the several Purchasers to purchase and pay for
the Offered Securities will be subject to the accuracy of the representations
and warranties on the part of the Company herein, to the accuracy of the
statements of officers of the Company made pursuant to the provisions hereof,
to the performance in all material respects by the Company of its obligations
hereunder and to the following additional conditions precedent:


 


(a)  The Purchasers shall have
received (i) a letter, dated February 4, 2004, of Ernst &
Young LLP in form and substance satisfactory
to the Purchasers concerning the financial and other information with respect
to the Company set forth in the offering circular dated February 4, 2004
and (ii) a letter, dated the date of this Agreement, of Ernst &
Young LLP in form and substance satisfactory to the Purchasers concerning the
financial and other information with respect to the Company set forth in the
Offering Document.


 


(b)  Subsequent to the execution
and delivery of this Agreement, there shall not have occurred (i) any
change, or any development or event involving a prospective change, in the
business, assets, operations, condition (financial or other) or prospects of
the Company and the Subsidiaries taken as a whole which, in the judgment of the
Representative, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the offering or the sale of and payment for the
Offered Securities; (ii) any downgrading in the rating of any debt
securities of the Company by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Securities
Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Company (other
than an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating)  or any announcement that the Company has
been placed on negative outlook, other than the rating downgrade announced by
Moody’s Investors Service, Inc. on the date hereof; (iii) any change in
U.S. or international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of the


 


12

















 


Representative,
be likely to prejudice materially the success of the proposed issue, sale or
distribution of the Offered Securities, whether in the primary market or in
respect of dealings in the secondary market; (iv) any material suspension
or material limitation of trading in securities generally on the New York
Stock Exchange or any setting of minimum prices for trading on such exchange,
or any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market; (v) any banking moratorium declared by
U.S. Federal or New York authorities; (vi) any major disruption of
settlements of securities or clearance services in the United States or
(vii) any attack on, outbreak or escalation of hostilities or act of
terrorism involving the United States, any declaration of war by Congress or
any other national or international calamity or emergency if, in the judgment
of the Representative, the effect of any such attack, outbreak, escalation,
act, declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the offering or sale of and payment for the Offered
Securities.


 


(c)  The Purchasers shall have
received an opinion, dated the Closing Date, of Ropes & Gray, counsel
for the Company, in such a form as may be reasonably requested by the
Purchasers and their counsel.


 


(d)  The Purchasers shall have
received opinions, dated the Closing Date, of local counsel from such
jurisdictions and in such a form as may be reasonably requested by the
Purchasers and their counsel.


 


(e)  The Purchasers shall have
received from Cravath, Swaine & Moore LLP, counsel for the Purchasers,
such opinion or opinions, dated the Closing Date, with respect to the
incorporation of the Company, the validity of the Offered Securities, the Offering
Circular, the exemption from registration for the offer and sale of the Offered
Securities by the Company to the several Purchasers and the resales by the
several Purchasers as contemplated hereby and other related matters as the
Representative may require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them to pass
upon such matters.


 


(f)  The Purchasers shall have
received a certificate, dated the Closing Date, of the President or any Vice
President and a principal financial or accounting officer of the Company in
which such officers shall state on behalf of the Company that the
representations and warranties of the Company in this Agreement are true and
correct, that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date, and that, subsequent to the date of the most recent financial
statements in the Offering Document, there has been no material adverse change,
nor any development or event involving a prospective material adverse change in
the business, assets, operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries taken as a whole, except as set
forth in or contemplated by the Offering Document or as described in such
certificate.


 


(g)  The Purchasers shall have
received a letter, dated the Closing Date, of Ernst & Young LLP, which
meets the requirements of subsection (a) of this Section,


 


13

















 


except that
the specified date referred to in such subsection will be a date not more
than three days prior to the Closing Date for the purposes of this subsection.


 


(h)  Concurrently with or prior
to the issuance and sale of the Offered Securities by the Company, the Consents
shall have been obtained and the Amendment and Restatement shall be in full
force and effect and the Purchasers shall have received true and correct copies
of all documents pertaining thereto and evidence reasonably satisfactory to the
Purchasers of the effectiveness thereof. 
There shall exist at and as of the Closing Date (after giving effect to
the transactions contemplated by this Agreement and the Amended and Restated
Credit Agreement) no condition that would constitute a default (or an event
that with notice or lapse of time, or both, would constitute a default) under
the Amended and Restated Credit Agreement.


 


(i)  The Purchasers shall have
received a letter, dated the Closing Date, of Deloitte & Touche LLP in
form and substance satisfactory to the Purchasers concerning the financial and
other information for the years ended December 31, 2001 and 2000.


 


(j)  The Guarantors shall have
executed the Joinder Agreement  (the “Joinder
Agreement”) in the form attached as Exhibit A hereto and the
Purchasers shall have received copies thereof.


 


The Company will furnish the Purchasers with such conformed copies of
such opinions, certificates, letters and documents as the Purchasers reasonably
request.  The Representative may in its
sole discretion waive on behalf of the Purchasers compliance with any
conditions to the obligations of the Purchasers hereunder.


 


7.  Indemnification
and Contribution.  (a)  The Company and the Guarantors will jointly
and severally indemnify and hold harmless each Purchaser, its partners,
directors and officers and each person, if any, who controls such Purchaser
within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Purchaser may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any breach of any of the
representations and warranties of the Company contained herein or any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Company’s failure to perform its obligations
under Section 5(a) of this Agreement, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however,
that neither the Company nor any Guarantor will be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with written information furnished to the Company by any Purchaser through the
Representative specifically for use therein, it being


 


14

















 


understood and agreed that the
only such information consists of the information described as such in
subsection (b) below;  and  provided,
further that the indemnity agreement contained in this paragraph (a)
shall not inure to the benefit of any Purchaser to the extent that (i) a
copy of the Offering Circular as then amended or supplemented was not sent or
given to a person to whom the Purchaser sold the Offered Securities and
(ii) such loss, claim, damage or liability of or with respect to such
Purchaser or any affiliate, partner, director, officer or controlling person
thereof arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from such Preliminary Offering
Circular that was corrected in the Offering Circular as then amended or
supplemented, unless such failure to deliver the Offering Circular as then
amended or supplemented was a result of non-compliance by the Company with the
provisions of Section 5(a), and so long as the Offering Circular and any
amendment or supplement thereto was provided by the Company to the Purchasers
in the requisite quantity and on a timely basis to permit delivery on or prior
to the written confirmation of the sale of such Offered Securities.


 


(b)  Each Purchaser will severally and not
jointly indemnify and hold harmless the Company and the Guarantors, its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Company or any Guarantor may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Offering Document, or any amendment or
supplement thereto, or any related preliminary offering circular, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by such
Purchaser through the Representative specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however,
that the Purchasers shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Company’s failure to perform its
obligations under Section 5(a) of this Agreement.  The parties agree that the only such
information furnished by any Purchaser consists of the following
information in the Offering Document furnished on behalf of each Purchaser: the
first paragraph under the caption “Plan of Distribution”.


 


(c)  Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying


 


15

















 


party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party with
respect to such suit or the transactions giving rise thereto), and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.  No indemnifying party shall, without the prior written consent of
the indemnified party, which consent shall not be unreasonably withheld, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes
(i) an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action and (ii) does not
include a statement as to or an admission of fault or failure to act by or on
behalf of any indemnified party.


 


(d)  If the indemnification provided for in this
Section is unavailable or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Guarantors on
the one hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors on the one hand and
the Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations.  The
relative benefits received by the Company and the Guarantors on the one hand
and the Purchasers on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total discounts and commissions received by the
Purchasers from the Company under this Agreement.  The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or the Purchasers and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding
the provisions of this subsection (d), no Purchaser shall be required to
contribute any amount in excess of the amount by which the total discounts and
commissions received by such Purchaser exceeds the amount of any damages which
such Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  The Purchasers’ obligations in this
subsection (d) to contribute are several in proportion to their respective
purchase obligations and not joint.


 


16

















 


(e)  The obligations of the Company and the
Guarantors under this Section shall be in addition to any liability which
the Company and the Guarantors may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Purchaser
within the meaning of the Securities Act or the Exchange Act; and the
obligations of the Purchasers under this Section shall be in addition to
any liability which the respective Purchasers may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act.


 


8.  Default
of Purchasers.  If any
Purchaser or Purchasers default in their obligations to purchase Offered
Securities hereunder and the aggregate principal amount of the Offered
Securities that such defaulting Purchaser or Purchasers agreed but failed to
purchase does not exceed 10% of the total principal amount of the Offered
Securities, the Representative may make arrangements satisfactory to the
Company for the purchase of such Offered Securities by other persons, including
any of the Purchasers, but if no such arrangements are made by the Closing
Date, the non-defaulting Purchasers shall be obligated severally, in proportion
to their respective commitments hereunder, to purchase the Securities that such
defaulting Purchasers agreed but failed to purchase.  If any Purchaser or Purchasers so default and the aggregate
principal amount of the Offered Securities with respect to which such default
or defaults occur exceeds 10% of the total principal amount of the Offered
Securities and arrangements satisfactory to the Representative and the Company
for the purchase of such Offered Securities by other persons are not made
within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Purchaser or the Company, except as
provided in Section 9.  As used in
this Agreement, the term “Purchaser” includes any person substituted for a
Purchaser under this Section.  Nothing
herein will relieve a defaulting Purchaser from liability for its default.


 


9.  Survival
of Certain Representations and Obligations.  The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers
and of the several Purchasers set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Purchaser, the Company
or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Offered
Securities.  If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Purchasers
pursuant to Section 7 shall remain in effect.  If the purchase of the Offered Securities by the Purchasers is
not consummated for any reason other than solely because of the termination of
this Agreement pursuant to Section 8 or the occurrence of any event
specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(b),
the Company will reimburse the Purchasers for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.


 


10.  Notices.  All communications hereunder will be in
writing and, if sent to the Purchasers will be mailed, delivered or telegraphed
and confirmed to the Purchasers, c/o Credit Suisse First Boston LLC, Eleven
Madison Avenue, New York, NY 10010-3629, Attention: Transactions
Advisory Group, or, if sent to the Company, will be mailed, delivered or


 


17

















 


telegraphed and confirmed to it
at 7289 Garden Road, Suite 200, Riviera Beach, FL 33404,
Attention: Chief Financial Officer, with a copy to Welsh, Carson,
Anderson & Stowe IX, L.P., 320 Park Avenue, Suite 2500,
New York, NY 10022, Attention: 
Paul B. Queally and D. Scott Mackesy (or to such other
addresses as the parties hereto may designate by notice given hereunder); provided,
however, that any notice to a Purchaser pursuant to Section 7 will
be mailed, delivered or telegraphed and confirmed to such Purchaser.


 


11.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will
have any right or obligation hereunder, except that holders of Offered
Securities shall be entitled to enforce the agreements for their benefit
contained in the second and third sentences of Section 5(b) hereof against
the Company as if such holders were parties hereto.


 


12.  Representation
of Purchasers.  The Representative
will act for the several Purchasers in connection with this purchase, and any
action under this Agreement taken by the Representative will be binding upon
all the Purchasers.


 


13.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.


 


14.  Applicable
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


The parties hereto hereby submit to the non-exclusive jurisdiction of
the Federal and state courts in the Borough of Manhattan in The City of
New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.


 


[the remainder of this page is
blank]


 


18

















 


If the foregoing is in accordance with the Purchasers’ understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and
the several Purchasers in accordance with its terms.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERIPATH,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID L.
  REDMOND

  	
   

  
	
   

  	
   

  	
  Name: David
  L. Redmond

  
	
   

  	
   

  	
  Title:
  Executive Vice President and CFO

  



 


 


	
   

  	
  The
  foregoing Purchase Agreement is hereby

  confirmed, accepted and agreed to as of the date

  first above written.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT
  SUISSE FIRST BOSTON LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acting on
  behalf of

  itself and as the Representative

  of the several Purchasers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/
  CRAIG CALLEN

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Craig
  Callen

  
	
   

  	
   

  	
   

  	
  Title:
  Managing Director

  



 


19

















 


SCHEDULE A


 




	
  Purchaser

  	
   

  	
  Principal
  Amount of

  Offered Securities

  	
   

  
	
  Credit Suisse First Boston LLC

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  Citigroup Global Markets Inc.

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  Deutsche Bank Securities Inc.

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  Wachovia Capital Markets, LLC.

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  75,000,000

  	
   

  






 

















 


SCHEDULE B


List of Subsidiaries


 


	
  Name of Subsidiary

  	
   

  	
  Jurisdiction
  of

  Organization

  	
   

  	
  Form

  of Organization

  	
   

  	
  Holders of
  Outstanding

  Capital Stock/

  Equity Interests

  	
   

  	
  Foreign

  Qualifications

  
	
  3-Gen Diagnostic
  Laboratories, Inc.

  	
   

  	
  Utah

  	
   

  	
  corporation

  	
   

  	
  Strigen,
  Inc.

  	
   

  	
  None

  
	
  A. Bernard Ackerman, M.D.,
  Dermatopathology, P.C.

  	
   

  	
  New
  York

  	
   

  	
  professional
  corporation

  	
   

  	
  Leslie B. Rosen, M.D. (Nominee)

  	
   

  	
  None

  
	
  AmeriPath 5.01(a)
  Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath Cincinnati, Inc.

  	
   

  	
  Ohio

  	
   

  	
  corporation

  	
   

  	
  AmeriPath
  Ohio Trust

  	
   

  	
  None

  
	
  AmeriPath Cleveland, Inc.

  	
   

  	
  Ohio

  	
   

  	
  corporation

  	
   

  	
  AmeriPath
  Ohio Trust

  	
   

  	
  None

  
	
  AmeriPath Consolidated
  Labs, Inc.

  	
   

  	
  Florida

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Consulting
  Pathology Services, P.A.

  	
   

  	
  North
  Carolina

  	
   

  	
  professional
  association

  	
   

  	
  Dianne
  Dookham, M.D. (Nominee)

  	
   

  	
  None

  
	
  AmeriPath Florida, LLC

  	
   

  	
  Delaware

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  Florida;  New York

  
	
  AmeriPath Indemnity, Ltd.

  	
   

  	
  Cayman
  Islands

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Indiana, LLC

  	
   

  	
  Indiana

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Indianapolis,
  LLC

  	
   

  	
  Indiana

  	
   

  	
  professional
  corporation

  	
   

  	
  AmeriPath  Indianapolis Trust (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath Kentucky, Inc.

  	
   

  	
  Kentucky

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Lubbock 5.01(a)
  Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath Marketing USA,
  Inc.

  	
   

  	
  Florida

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Michigan, Inc.

  	
   

  	
  Michigan

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Milwaukee, S.C.

  	
   

  	
  Wisconsin

  	
   

  	
  service
  corporation

  	
   

  	
  Gerald
  A. Hanson, M.D. (Nominee)

  	
   

  	
  None

  
	
  AmeriPath Mississippi,
  Inc.

  	
   

  	
  Mississippi

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath New England,
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Massachusetts

  
	
  AmeriPath New York, LLC

  	
   

  	
  Delaware

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  New
  York

  
	
  AmeriPath North Carolina,
  Inc.

  	
   

  	
  North
  Carolina

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  Jurisdiction
  of

  Organization

  	
   

  	
  Form

  of Organization

  	
   

  	
  Holders of
  Outstanding

  Capital Stock/

  Equity Interests

  	
   

  	
  Foreign

  Qualifications

  
	
  AmeriPath Ohio, Inc.

  	
   

  	
  Delaware

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath PAT 5.01(a)
  Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath PCC, Inc.

  	
   

  	
  Ohio

  	
   

  	
  corporation

  	
   

  	
  AmeriPath
  Ohio Trust

  	
   

  	
  None

  
	
  AmeriPath Pennsylvania,
  LLC

  	
   

  	
  Pennsylvania

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc. (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath Philadelphia,
  Inc.

  	
   

  	
  New
  Jersey

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Pennsylvania

  
	
  AmeriPath Pittsburgh, P.C.

  	
   

  	
  Pennsylvania

  	
   

  	
  professional
  corporation

  	
   

  	
  Alan Levin, M.D. (Nominee)

  	
   

  	
  None

  
	
  AmeriPath San Antonio
  5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath SC, Inc.

  	
   

  	
  South
  Carolina

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  AmeriPath Severance
  5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  AmeriPath Texas, LP

  	
   

  	
  Delaware

  	
   

  	
  limited
  partnership

  	
   

  	
  AmeriPath,
  LLC  (1% General Partner)  API No. 2, LLC  (99% Limited
  Partner)

  	
   

  	
  Texas

  
	
  AmeriPath Youngstown Labs,
  Inc.

  	
   

  	
  Ohio

  	
   

  	
  corporation

  	
   

  	
  AmeriPath
  Ohio, Inc.

  	
   

  	
  None

  
	
  AmeriPath Youngstown, Inc.

  	
   

  	
  Ohio

  	
   

  	
  corporation

  	
   

  	
  AmeriPath
  Ohio Trust

  	
   

  	
  None

  
	
  AmeriPath, LLC

  	
   

  	
  Delaware

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  Texas

  
	
  AmeriPath Wisconsin, LLC

  	
   

  	
  Wisconsin

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc. (Sole Member)

  	
   

  	
  None

  
	
  Anatomic Pathology
  Services, Inc.

  	
   

  	
  Oklahoma

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  API No. 2., LLC

  	
   

  	
  Delaware

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  Arizona Pathology Group,
  Inc.

  	
   

  	
  Arizona

  	
   

  	
  corporation

  	
   

  	
  Strigen,
  Inc.

  	
   

  	
  None

  
	
  Arlington Pathology
  Association 5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  Colorado Diagnostic  Laboratory, LLC

  	
   

  	
  Colorado

  	
   

  	
  limited
  liability company

  	
   

  	
  Colorado
  Pathology Consultants, P.C.

  	
   

  	
  None

  
	
  Colorado Pathology  Consultants, P.C.

  	
   

  	
  Colorado

  	
   

  	
  professional
  corporation

  	
   

  	
  Donald
  Heinig, M.D. (Nominee)

  	
   

  	
  None

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  Jurisdiction
  of

  Organization

  	
   

  	
  Form

  of Organization

  	
   

  	
  Holders of
  Outstanding

  Capital Stock/

  Equity Interests

  	
   

  	
  Foreign

  Qualifications

  
	
  Columbus Pathology
  Associates

  	
   

  	
  Mississippi

  	
   

  	
  general
  partnership

  	
   

  	
  CPA I, Inc. 
  (50% General Partner)  CPA II,
  Inc.  (50% General Partner)

  	
   

  	
  None

  
	
  Consulting Pathologists of
  Pennsylvania, P.C.

  	
   

  	
  Pennsylvania

  	
   

  	
  professional
  corporation

  	
   

  	
  Alan Levin, M.D. (Nominee)

  	
   

  	
  None

  
	
  CPA I, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  PCA of Columbus, Inc.

  	
   

  	
  None

  
	
  CPA II, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  PCA
  of Columbus, Inc.

  	
   

  	
  None

  
	
  Dermatopathology of
  Wisconsin, S.C.

  	
   

  	
  Wisconsin

  	
   

  	
  service
  corporation

  	
   

  	
  Kraig
  S. Lerud, M.D. (Nominee)

  	
   

  	
  None

  
	
  Dermatopathology Services,
  Inc.

  	
   

  	
  Alabama

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  DFW 5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  Diagnostic Pathology
  Management Services, LLC

  	
   

  	
  Oklahoma

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc. (Sole Member)

  	
   

  	
  None

  
	
  Diagnostic Pathology
  Services, P.C.

  	
   

  	
  Oklahoma

  	
   

  	
  professional
  corporation

  	
   

  	
  Tommy
  L. Hewett, M.D. (Nominee)

  	
   

  	
  None

  
	
  Institute for
  Dermatopathology, P.C.

  	
   

  	
  Pennsylvania

  	
   

  	
  professional
  corporation

  	
   

  	
  Richard
  A. Jacoby, M.D. (50%; Nominee) 
  Waine L. Johnson, M.D. (50%; Nominee)

  	
   

  	
  None

  
	
  J.J. Humes, M.D. and
  Associates/AmeriPath, P.C.

  	
   

  	
  Michigan

  	
   

  	
  professional
  corporation

  	
   

  	
  Alan Levin, M.D. (Nominee)

  	
   

  	
  None

  
	
  Jeffrey R. Light, M.D.,
  Inc.

  	
   

  	
  California

  	
   

  	
  corporation

  	
   

  	
  Si Nguyen, M.D. (Nominee)

  	
   

  	
  None

  
	
  Kailash B. Sharma, M.D.,
  Inc.

  	
   

  	
  Georgia

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  Kilpatrick Pathology, P.A.

  	
   

  	
  North
  Carolina

  	
   

  	
  professional
  association

  	
   

  	
  Timothy
  M. Kilpatrick, M.D. (Nominee)

  	
   

  	
  None

  
	
  NAPA 5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  Jurisdiction
  of Organization

  	
   

  	
  Form of
  Organization

  	
   

  	
  Holders of
  Outstanding

  Capital Stock/

  Equity Interests

  	
   

  	
  Foreign
  Qualifications

  
	
  Nuclear Medicine and  Pathology Associates

  	
   

  	
  Georgia

  	
   

  	
  general
  partnership

  	
   

  	
  Kailash
  B. Sharma, M.D., Inc.  (1/3 general
  partner)  Peter G. Klacsmann, M.D., Inc.  (1/3 general partner)  Sharon G. Daspit,  M.D., Inc.  (1/3 general partner)

  	
   

  	
  None

  
	
  Ocmulgee Medical Pathology
  Association, Inc.

  	
   

  	
  Georgia

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  O’Quinn Medical Pathology
  Association, LLC

  	
   

  	
  Georgia

  	
   

  	
  limited
  liability company

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  Palms of Pasadena
  Pathology, Inc.

  	
   

  	
  Florida

  	
   

  	
  corporation

  	
   

  	
  Martin
  W. Lewis, M.D., (Nominee)

  	
   

  	
  None

  
	
  PCA of Columbus, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Mississippi

  
	
  PCA of Denver, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Colorado

  
	
  PCA of Los Gatos, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  California

  
	
  PCA of Memphis, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  PCA of Nashville, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  West
  Virginia

  
	
  PCA of St. Louis II, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Missouri

  
	
  PCA Southeast II, Inc.

  	
   

  	
  Tennessee

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  Georgia;  Mississippi

  
	
  Peter G. Klacsmann, M.D.,
  Inc.

  	
   

  	
  Georgia

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  Regional Pathology  Consultants, LLC

  	
   

  	
  Utah

  	
   

  	
  limited
  liability company

  	
   

  	
  Strigen,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  Rocky Mountain Pathology,
  L.L.C.

  	
   

  	
  Utah

  	
   

  	
  limited
  liability company

  	
   

  	
  Strigen,
  Inc.

  	
   

  	
  None

  
	
  Sharon G. Daspit, M.D.,
  Inc.

  	
   

  	
  Georgia

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  Shoals Pathology
  Associates, Inc.

  	
   

  	
  Alabama

  	
   

  	
  corporation

  	
   

  	
  AmeriPath,
  Inc.

  	
   

  	
  None

  
	
  Simpson Pathology 5.01(a)
  Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit
  corporation

  	
   

  	
  AmeriPath,
  Inc.  (Sole Member)

  	
   

  	
  None

  
	
  Southwest Diagnostic
  Laboratories, P.C.

  	
   

  	
  Colorado

  	
   

  	
  professional
  corporation

  	
   

  	
  David
  Miller, M.D. (Nominee)

  	
   

  	
  None

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  Jurisdiction
  of Organization

  	
   

  	
  Form of
  Organization

  	
   

  	
  Holders of
  Outstanding

  Capital Stock/

  Equity Interests

  	
   

  	
  Foreign
  Qualifications

  
	
  Strigen, Inc.

  	
   

  	
  Utah

  	
   

  	
  corporation

  	
   

  	
  AmeriPath, Inc.

  	
   

  	
  None

  
	
  TID Acquisition Corp.

  	
   

  	
  Delaware

  	
   

  	
  corporation

  	
   

  	
  AmeriPath, Inc.

  	
   

  	
  Pennsylvania

  
	
  Tulsa Diagnostics, P.C.

  	
   

  	
  Oklahoma

  	
   

  	
  professional corporation

  	
   

  	
  Tommy L. Hewett, M.D.
  (Nominee)

  	
   

  	
  None

  
	
  TXAR 5.01(a) Corporation

  	
   

  	
  Texas

  	
   

  	
  non-profit corporation

  	
   

  	
  AmeriPath, Inc.  (Sole Member)

  	
   

  	
  None

  



 

















 


EXHIBIT A


 


[TO BE SIGNED BY EACH GUARANTOR]


 


Joinder Agreement


 


The undersigned hereby agrees to be bound by the terms of the Amended
and Restated Purchase Agreement dated February 11, 2004, between
AmeriPath, Inc., a Delaware corporation and the Purchasers (as defined
therein).  The undersigned hereby also agrees
that all references to “Guarantors” in the Purchase Agreement shall include the
undersigned and the undersigned shall be bound by all provisions of the
Purchase Agreement containing such references. 
For the avoidance of doubt, such obligations of the undersigned shall
include, but not be limited to, the obligations enumerated in Section 7(a)
of the Purchase Agreement


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Company

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: