AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 17, 2004, among AMERIPATH, INC., AMERIPATH HOLDINGS, INC., THE LENDERS NAMED HEREIN, and CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Collateral AgentCredit Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 17, 2004, (this “Agreement”) among AMERIPATH, INC., a Delaware corporation (the “Borrower”), AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its Cayman Islands branch, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath New York, LLC (the “Company”), effective as of 11:59 p.m. on the 11th day of February, 2004, is made by AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • New York
AmeriPath, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in an Amended and Restated Purchase Agreement dated as of February 11, 2004 (the “Purchase Agreement”), $75,000,000 aggregate principal amount of its 10½% Senior Subordinated Notes Due 2013 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by each of the subsidiaries of the Company listed in Schedule I hereto (the “Guarantors”). The Initial Securities will be issued as additional securities under the Indenture dated as of March 27, 2003 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agree
ContractAmendment Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • New York
AMENDMENT AGREEMENT dated as of February 17, 2004 (this “Agreement”), to the Credit Agreement dated as of March 27, 2003 (as amended prior to the date hereof, the “Existing Credit Agreement”), among AMERIPATH, INC., a Delaware corporation (the “Borrower”), AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Reaffirming Parties”), the lenders party thereto (the “Existing Lenders”), and CREDIT SUISSE FIRST BOSTON, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), and as collateral agent for the Existing Lenders (in such capacity, the “Collateral Agent”).
AmeriPath, Inc. AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • Utah
OPERATING AGREEMENTOperating Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • Utah
This Operating Agreement (this “Agreement”) of REGIONAL PATHOLOGY CONSULTANTS, LLC, an Utah limited liability Company (the “Company”), is entered into by and between the Company and Strigen, Inc., which is the sole member of the Company (“Member”).
ContractGuarantee and Collateral Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories
SUPPLEMENT NO. 1 dated as of February 17, 2004, to the Guarantee and Collateral Agreement dated as of March 27, 2003 (the AGuarantee and Collateral Agreement@), among AMERIPATH, INC., a Delaware corporation (the ABorrower@), AMERIPATH HOLDINGS, INC., a Delaware corporation (AHoldings@), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a ASubsidiary Guarantor@ and collectively, the ASubsidiary Guarantors@; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the AGrantors@) and CREDIT SUISSE FIRST BOSTON (ACSFB@), as collateral agent (in such capacity, the ACollateral Agent@) for the Secured Parties (as defined herein).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 12, 2004, among the entities listed on Annex A hereto (each a “New Subsidiary Guarantor” and each a “Subsidiary Guarantor” (as defined in the Indenture)), each of which is a Subsidiary of AmeriPath, Inc., a Delaware corporation (the “Company”), the Company, AmeriPath Holdings, Inc., a Delaware corporation (“Holdings”), the other Subsidiary Guarantors and U.S. Bank National Association, as Trustee under the Indenture (the “Trustee”).
