**Exhibit 10.2.1**

**INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT**

This Incremental Facility Amendment to CreditAgreement, dated as of September 27, 2006 (this “Amendment”), is entered into among Ameripath, Inc., a Delaware corporation (the “Borrower”), the Lenders signatory hereto and Wachovia Bank, NationalAssociation, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of January 31, 2006 (as amended to the date hereof and as the samemay be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, Ameripath Holdings, Inc., the Subsidiary Guarantors named therein, the institutions from time totime party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in theCredit Agreement. The Lenders signatory hereto and the Lenders which have executed an Incremental Facility Lender Addendum are hereinafter referred to as the “Additional Lenders.” 

WITNESSETH: 

WHEREAS, the Borrower desiresto make certain amendments to the Credit Agreement; and 

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, theBorrower has requested that the Additional Lenders increase the aggregate Revolving Commitments under the Credit Agreement by $10,000,000 on the terms and conditions set forth in this Amendment. 

WHEREAS, the Additional Lenders are willing to provide such Incremental Extension of Credit to the Borrower pursuant to the terms and subject to theconditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receiptand sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: 

***Section 1. Amendments Relating toAdditional Revolving Commitments***

The Credit Agreement is, effective as of the date specified in Section 2 of this Amendment,amended as set forth below: 

(a) Amendments to Section 1.01 of the Credit Agreement. Section 1.01 ishereby amended as follows: 

(i) The definition of “Revolving Commitment” shall be amended and restated in itsentirety to read as follows: 

“Revolving Commitment”: as to any Lender, its Original Revolving Commitmentand/or Additional Revolving Commitment, as applicable.”; 

(ii) The following new definitions shall be added to Section 1.01 inalphabetical order: 

“Additional Revolving Commitment” means, with respect to each Lender, the commitment,if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, after the Incremental Facility Closing Date, expressed as an amount representing the maximum possible aggregate amountof such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuantto Section 9.04. The initial amount of each Lender’s Additional Revolving Commitment is set forth in Schedule I to the Amendment Lender Addendum delivered by such Lender on the Amendment Effective Date. The aggregate amount of theLenders’ Additional Revolving Commitments is $10,000,000. 

“Revolving Facility Amendment”:Incremental Facility Amendment to this Agreement, dated as of September 27, 2006, among the Borrower, the Administrative Agent and the Lenders party thereto. 

“Revolving Facility Amendment Lender Addendum”: the Lender Addendum is substantially in the form attached to theIncremental Facility Amendment as Exhibit A. 

“Original Revolving Commitment” means, with respectto each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder immediately prior to the Incremental Facility Closing Date, expressed as an amountrepresenting the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to timepursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shallhave assumed its Original Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Original Revolving Commitments immediately prior to the Incremental Facility Closing Date is $95,000,000. 

***Section 2. Conditions Precedent to the Effectiveness of This Amendment***

(a) Section 1 of this Amendment shall become effective as of the date (the “Incremental Facility Closing Date”) when, and only when,each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent: 

(i) The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Administrative Agent and theAdditional Lenders; 

 

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(ii) All corporate and other proceedings, and all documents, instruments and other legalmatters in connection with the transactions contemplated by this Amendment, shall be reasonably satisfactory in all respects to the Administrative Agent; 

(iii) After giving effect to Amendment, all conditions precedents in Section 4.02 of the Credit Agreement shall be satisfied; 

(iv) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with thepreparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); 

(v) The Administrative Agent shall have received (i) an Incremental Facility Amendment Lender Addendum from each of the AdditionalLenders; 

(vi) The Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants aftergiving effect to the Additional Revolving Commitment; 

(vii) The Borrower shall have paid to each Additional Lender a feeequal to .625% of each Additional Lender’s Additional Revolving Commitment; 

(viii) Each Additional Lender shall havereceived, if requested, at least three days in advance of the Incremental Facility Closing Date, one or more Notes payable to the order of such Additional Lender duly executed by the Borrower in substantially the form of Exhibit G to theCredit Agreement; and 

(ix) The Administrative Agent shall have received a legal opinion, in form and substance reasonablysatisfactory to the Administrative Agent, from Ropes & Gray LLP, special counsel to the Loan Parties. 

***Section 3.Representations and Warranties***

On and as of the Incremental Facility Closing Date, after giving effect to this Amendment, each LoanParty hereby represents and warrants to the Administrative Agent and each Lender as follows: 

(a) this Amendment has beenduly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms and the Credit Agreement, as amended by this Amendment,constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms; and 

 

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(b) after giving effect to this Amendment, neither the modification of the CreditAgreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment: 

(i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafterincurred; or 

(ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection ofsuch Liens, except as may be required by the terms of this Amendment. 

***Section 4. Fees and Expenses***

The Borrower agrees to pay on the Incremental Facility Closing Date all reasonable out-of-pocket costs and expenses of the Administrative Agent inconnection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto). 

***Section 5. Reference to and Effect on the Loan Documents***

(a) As of the Incremental Facility Closing Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and eachreference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement asamended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect thechanges made in this Amendment as of the Incremental Facility Closing Date. 

(b) Except as expressly amended hereby or specifically waivedabove, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power orremedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d) This Amendment is a Loan Document. 

 

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***Section 6. Execution in Counterparts***

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall bedeemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attachedto the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 

***Section 7. Governing Law***

This Amendment shall be governed by and construed in accordancewith the law of the State of New York. 

***Section 8. Section Titles***

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of theagreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section ofsuch Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; *provided*, *however*, that, in case of direct conflict between the reference to thetitle and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document isfollowed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error. 

***Section 9. Notices***

Allcommunications and notices hereunder shall be given as provided in the Credit Agreement. 

***Section 10. Severability***

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situationin any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or asapplied to any person. 

***Section 11. Incremental Facility Amendment Lender Addendum***

Each Additional Lender shall deliver to the Administrative Agent an Incremental Facility Amendment Lender Addendum duly executed by such Lender, theBorrower and the Administrative Agent. 

 

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***Section 12. Successors***

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

***Section 13. Waiver of Jury Trial***

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT. 

[SIGNATURE PAGES FOLLOW] 

 

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

 
AMERIPATH, INC.By: 
/s/ David L. Redmond
Name: David L. RedmondTitle: President and CFO
 

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent
By: 
/s/ Scott Santa Cruz
Name: Scott Santa CruzTitle: Director
WACHOVIA BANK, NATIONAL

ASSOCIATION, as aLender
By: 
/s/ Scott Santa Cruz
Name: Scott Santa CruzTitle: Director
DEUTSCHE BANK TRUST COMPANY

AMERICAS, as aLender
By: 
/s/ Scottye Lindsey
Name: Scottye LinseyTitle: DirectorBy: 
/s/ Diane F. Rolfe
Name: Diane F. RolfeTitle: DirectorUBS LOAN FINANCE LLC, as a LenderBy: 
/s/ Richard L. Tavrow
Name: Richard L. TavrowTitle: DirectorBy: 
/s/ Irja R. Otsa
Name: Irja R. OtsaTitle: Associate Director