Ameripath Inc Sample Contracts

Ameripath Inc – Specialty Laboratories, Inc. Consolidated Financial Statements Years Ended December 31, 2005 and 2004 Contents (April 20th, 2007)

We have audited the accompanying consolidated balance sheets of Specialty Laboratories, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Ameripath Inc – Ameripath Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements (April 20th, 2007)

On January 31, 2006, AmeriPath Inc. (“The Company” or “AmeriPath”) completed its acquisition (the “Acquisition”) of Specialty Laboratories, Inc. (“Specialty”) in a transaction valued at approximately $335.2 million. Specialty is a leading hospital-focused clinical reference laboratory specializing in esoteric testing. Under the terms of the merger agreement, the Company acquired all common shares of Specialty’s common stock outstanding at closing for $13.25 per common share, or $317.4 million. The Company paid $197.8 million in cash and issued $119.6 million in AmeriPath Holdings, Inc.’s common stock. In addition, AmeriPath paid $9.7 million in cash for outstanding stock options of Specialty. Pursuant to the terms of the merger agreement, Specialty’s outstanding stock options became fully vested and exercisable and were canceled in exchange for the right to receive an amount, for each share subject to the stock option, equal to the excess of $13.25 per share over the exercise price per

Ameripath Inc – EMPLOYMENT AGREEMENT (March 29th, 2007)

This Employment Agreement (“Agreement”) is made and entered into effective as of November 13, 2006, (the “Effective Date”) by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and PHILIP A. SPENCER (hereinafter, the “Executive”).

Ameripath Inc – INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT (March 29th, 2007)

This Incremental Facility Amendment to Credit Agreement, 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, National Association, 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 same may 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 to time 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 the Credit Agreement. The Lenders signatory hereto and the Lenders wh

Ameripath Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (March 29th, 2007)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made effective as of this January 1, 2007 by and between AmeriPath, Inc., a Delaware corporation, (the “Company”) and Jeffrey A. Mossler, M.D. (the “Executive”).

Ameripath Inc – AMENDMENT NO. 2 TO CREDIT AGREEMENT (February 15th, 2007)

This Amendment No. 2 to Credit Agreement, dated as of February 12, 2007 (this “Amendment No. 2”), is entered into among AmeriPath, Inc., a Delaware corporation (the “Borrower”), AmeriPath Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders signatory hereto and Wachovia Bank, National Association, 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 same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, Holdings, the institutions from time to time 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 the Credit Agreement.

Ameripath Inc – February 2, 2007 AMERIPATH, INC. ANNOUNCES EXPECTED OFFERING OF DEBT SECURITIES BY AMERIPATH INTERMEDIATE HOLDINGS, INC. FOR IMMEDIATE RELEASE: Contact: David L. Redmond, President and Chief Financial Officer Phone Number: (561) 712-6200 E-mail address: dredmond@ameripath.com PALM BEACH GARDENS, FLORIDA — February 2, 2007 — AmeriPath, Inc. (“AmeriPath”) today announced that AmeriPath Intermediate Holdings, Inc. (the “Issuer”), the newly formed direct subsidiary of AmeriPath Holdings Inc. and direct parent of AmeriPath, expects to commence an offering of $125.0 million aggregate principal amoun (February 2nd, 2007)

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The Issuer will be offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The securities to be offered have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Ameripath Inc – Ameripath Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements (April 12th, 2006)

On January 31, 2006, AmeriPath Inc. (“The Company” or “AmeriPath”) completed its acquisition (the “Acquisition”) of Specialty Laboratories, Inc. (“Specialty”) in a transaction valued at approximately $335.2 million. Specialty is a leading hospital-focused clinical reference laboratory specializing in esoteric testing. Under the terms of the merger agreement, the Company acquired all common shares of Specialty’s common stock outstanding at closing for $13.25 per common share, or $317.4 million. The Company paid $197.8 million in cash and issued $119.6 million in AmeriPath Holdings, Inc.’s common stock. In addition, AmeriPath paid $9.7 million in cash for outstanding stock options of Specialty. Pursuant to the terms of the merger agreement, Specialty’s outstanding stock options became fully vested and exercisable and were canceled in exchange for the right to receive an amount, for each share subject to the stock option, equal to the excess of $13.25 per share over the exercise price per

Ameripath Inc – Specialty Laboratories, Inc. Consolidated Financial Statements Years Ended December 31, 2005 and 2004 Contents (April 12th, 2006)

We have audited the accompanying consolidated balance sheets of Specialty Laboratories, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Ameripath Inc – EMPLOYMENT AGREEMENT (March 28th, 2006)

This Employment Agreement (“Agreement”) is made and entered into on this 16th day of March, 2005, and effective April 1, 2005, by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and R. KEITH LAUGHMAN (hereinafter, the “Executive”).

Ameripath Inc – CREDIT AGREEMENT consisting of a Tranche B Term Loan Facility and a Revolving Credit Facility dated as of January 31, 2006 among AMERIPATH HOLDINGS, INC., as Holdings AMERIPATH, INC., as the Borrower The Lenders Party Hereto from Time to Time WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent CITIGROUP GLOBAL MARKETS INC., as Syndication Agent and DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as Co-Documentation Agents (February 3rd, 2006)

Pursuant to the Agreement and Plan of Merger dated as of September 29, 2005 (the “Merger Agreement”), by and among the Borrower, Holdings, Specialty Laboratories, Inc., a California corporation (“Specialty”), and Silver Acquisition Corp., a California corporation (“MergerCo”), MergerCo will merge with and into Specialty (the “Merger”), with Specialty surviving the Merger.

Ameripath Inc – GUARANTEE AND COLLATERAL AGREEMENT dated as of January 31, 2006 among AMERIPATH HOLDINGS, INC., AMERIPATH, INC., THE SUBSIDIARIES OF AMERIPATH, INC. IDENTIFIED HEREIN and WACHOVIA BANK, NATIONAL ASSOCIATION as Collateral Agent (February 3rd, 2006)

GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of January 31, 2006, among AMERIPATH HOLDINGS, INC., a Delaware corporation, AMERIPATH, INC., a Delaware corporation, the Subsidiaries of AMERIPATH, INC. identified herein and WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent.

Ameripath Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (January 6th, 2006)

AMENDMENT NO. 1 (this “Amendment”), dated as of January 3, 2006, to the Agreement and Plan of Merger (the “Agreement”), dated as of September 29, 2005, among AMERIPATH HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIPATH, INC., a Delaware corporation (“Opco”), SPECIALTY LABORATORIES, INC., a California corporation (the “Company”), and SILVER ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Opco (“Merger Sub”).

Ameripath Inc – Contract (November 14th, 2005)

AMENDMENT NO. 1, WAIVER and CONSENT dated as of November 8, 2005 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of February 17, 2004 (the “Credit Agreement”), among AmeriPath, Inc., a Delaware corporation (the “Borrower”), AmeriPath Holdings, Inc., a Delaware corporation (“Holdings”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

Ameripath Inc – VOTING AGREEMENT (October 4th, 2005)

This VOTING AGREEMENT (this “Agreement”), dated as of September 29, 2005, among AmeriPath Holdings, Inc. a Delaware corporation (“Parent”), and the individuals and entities listed on the signature pages hereof (each a “Founder Party” and collectively, the “Founder Parties”).

Ameripath Inc – [Execution Version] SUBSCRIPTION, MERGER AND EXCHANGE AGREEMENT Dated as of September 29, 2005, Among AMERIPATH HOLDINGS, INC., AMERIPATH GROUP HOLDINGS, INC., AQUA ACQUISITION CORP., THE STOCKHOLDERS OF AMERIPATH HOLDINGS, INC. SET FORTH ON THE SIGNATURE PAGES HEREOF, And THE STOCKHOLDERS OF SPECIALTY LABORATORIES, INC. SET FORTH ON THE SIGNATURE PAGES HEREOF (October 4th, 2005)
Ameripath Inc – AGREEMENT AND PLAN OF MERGER Dated as of September 29, 2005, Among AMERIPATH HOLDINGS, INC., AMERIPATH, INC., SPECIALTY LABORATORIES, INC. And SILVER ACQUISITION CORP. (October 4th, 2005)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 29, 2005, among AMERIPATH HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIPATH, INC., a Delaware corporation (“Opco”), SPECIALTY LABORATORIES, INC., a California corporation (the “Company”), and SILVER ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Opco (“Merger Sub”).

Ameripath Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (August 11th, 2005)

This First Amendment to Employment Agreement (“Amendment”) is entered into as of May 15, 2005 and effective retroactively to March 22, 2004 (the “Effective Date”), by and between AmeriPath, Inc., a Delaware corporation (“AmeriPath”), and Donald E. Steen (“Employee”), with reference to the following facts:

Ameripath Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (March 18th, 2005)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 21st day of November, 2000, by and between DFW 5.01 (a) Corporation, a Texas not for profit corporation certified to practice medicine by the Texas Board of Medicine pursuant to Section 5.01(a) of the Texas Medical Practices Act d/b/a AmeriPath Dallas (the “Company”) and Stephen W. Aldred, M.D. (the “Employee”).

Ameripath Inc – AMERIPATH DALLAS EMPLOYMENT AGREEMENT (March 18th, 2005)

WHEREAS, prior to the date hereof, the Employee served as an employee of and rendered professional services, as a Doctor of Medicine specializing in Pathology, to one of a group of related Texas entities (the “Unipath Entities”) providing pathology services. Pursuant to a certain Stock Purchase Agreement (the “Purchase Agreement”) dated as of August 21, 1997, which is an otherwise validly enforceable agreement by and among AmeriPath, Inc., a Delaware corporation (“AmeriPath”), and the ultimate beneficial owners and shareholders of the Unipath Entities, all of the capital stock of and interests of, in or to the Unipath Entities has been purchased by and sold, transferred and conveyed to AmeriPath and the Company (the “Acquisition”), effective the date hereof.

Ameripath Inc – To: Dr. Stephen W. Aldred, M.D. From: James C. New, as Chairman and CEO of AmeriPath Subject: Employment Agreement Amendment section on: Retention Bonus Date: February 8, 2001 (March 18th, 2005)

Pursuant to our recent discussions, this document memorializes our agreement to amend the Signing & Retention Bonus section of your most recent AMENDMENT TO EMPLOYMENT AGREEMENT dated November 21, 2000.

Ameripath Inc – FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 18th, 2005)

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made this 17th day of July, 2003, by and between DFW 5.01(a) Corporation, a Texas not for profit corporation certified to practice medicine by the Texas Board of Medicine pursuant to Section 5.01(a) of the Texas Medical Practices Act d/b/a AmeriPath Dallas (the “Company”) and Stephen W. Aldred, M.D. (the “Employee”).

Ameripath Inc – EMPLOYMENT AGREEMENT (March 18th, 2005)

This Employment Agreement (“Agreement”) is made and entered into on this 25th day of April, 2003, effective as of April 1, 2003, by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and JEFFREY A. MOSSLER, M.D. (hereinafter, the “Executive”).

Ameripath Inc – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (March 18th, 2005)

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made this      day of November, 2002, by and between DFW 5.01 (a) Corporation, a Texas not for profit corporation certified to practice medicine by the Texas Board of Medicine pursuant to Section 5.01 (a) of the Texas Medical Practices Act d/b/a AmeriPath Dallas (the “Company”) and Stephen W. Aldred, M.D. (the “Employee”).

Ameripath Inc – STOCK PURCHASE AGREEMENT BY AND AMONG AMERIPATH, INC., AND KENNETH R. WATSON, D.O. MICHAEL C. MORGAN, M.D. JOHN R. DOBSON, III, M.D. DATED NOVEMBER 1, 2004 (November 12th, 2004)

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2004 by and among AmeriPath, Inc., a Delaware corporation, or its permitted assigns (“AmeriPath”), St. Luke’s Pathology Associates, Inc., a Missouri corporation (the “Practice”) and Kenneth R. Watson, D.O., a resident of the State of Missouri (“Watson”), R. Scott Strobach, M.D., a resident of the State of Missouri (“RSS”), R. Scott Strobach Revocable Living Trust dated August 19, 1992 (“Strobach Trust”, and together with RSS, “Strobach”) ,Michael C. Morgan, M.D., a resident of the State of Missouri (‘Morgan”) and John R. Dobson, III, M.D., a resident of the State of Missouri (“Dobson”).

Ameripath Inc – LEASE AGREEMENT (November 12th, 2004)

THIS LEASE made as of the 22nd day of June, 2004 between AMERIPATH, INC. a Delaware Corporation, hereinafter referred to as “Lessee”, and 7111 FAIRWAY, L.L.C. a Florida Limited Liability Company, hereinafter referred to as “Lessor”.

Ameripath Inc – EMPLOYMENT AGREEMENT (August 12th, 2004)

This Employment Agreement (“Agreement”) is entered into effective as of March 22, 2004 (the “Effective Date”), by and between AmeriPath, Inc., a Delaware corporation (“AmeriPath”), and Donald E. Steen (“Employee”), with reference to the following facts:

Ameripath Inc – SEPARATION AGREEMENT (March 19th, 2004)

THIS SEPARATION AGREEMENT is made this 21st day of January, 2004, by and among JAMES C. NEW (“Employee”) and AMERIPATH, INC. and AMERIPATH HOLDINGS, INC. (hereinafter, and solely for purposes of this Agreement collectively, “Employer”).

Ameripath Inc – Press Release (February 3rd, 2004)

RIVIERA BEACH, Florida, February 3, 2004 – AmeriPath, Inc. (“AmeriPath” or “the Company”) today announced that it is considering the commencement of an offering under Rule 144A and Regulation S of $75 million principal amount of 10-1/2% senior subordinated notes due 2013.  Subject to consent from the Company’s lenders and acceptable market and interest rate conditions, we anticipate completing the offering during the first quarter of 2004.

Ameripath Inc – Contract (November 14th, 2003)

AMENDMENT NO. 1, CONSENT AND WAIVER dated as of September 30, 2003 (this “Amendment”), to the CREDIT AGREEMENT dated as of March 27, 2003 (the “Credit Agreement”), among AMERIPATH, INC., a Delaware corporation (the “Borrower”), AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I thereof), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its Cayman Islands branch (“CSFB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

Ameripath Inc – EMPLOYMENT AGREEMENT (August 14th, 2003)

This Employment Agreement (“Agreement”) is made and entered into on this 15th day of May, 2003 and effective June 1, 2003 by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and DAVID L. REDMOND (hereinafter, the “Executive”).

Ameripath Inc – EMPLOYMENT AGREEMENT (August 14th, 2003)

This Employment Agreement (“Agreement”) is made and entered into on this 15th day of May, 2003 and effective June 15, 2003 by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and MARTIN J. STEFANELLI (hereinafter, the “Executive”).

Ameripath Inc – AGREEMENT (August 14th, 2003)

This Employment Agreement (“Agreement”) is made and entered into on this 23rd day of May, 2003, effective as of June 1, 2003, by and between AMERIPATH, INC., a Delaware corporation (the “Company”), and JOSEPH A. SONNIER, M.D. (hereinafter, the “Executive”).

Ameripath Inc – INDEX TO FINANCIAL STATEMENTS (March 3rd, 2003)

Consolidated Statements of Redeemable Preferred Stock and Common Stockholders' Equity for the fiscal years ended December 31, 2000, 2001 and 2002   F-6

Ameripath Inc – CREDIT AGREEMENT (March 27th, 2000)