Rocky Mountain Pathology LLC Watch

from S-4 6 pages 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)

from S-4 103 pages 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 Agent Credit Suisse First Boston and Deutsche Bank Securities, Inc., as Joint Bookrunners and Joint Lead Arrangers

from S-4 60 pages B. Holdings and the Borrower Have Requested That the Persons Listed Under the Caption “Term Lenders” on the Signature Pages Hereto (The “Term Lenders”) Agree to Make New Term Loans to the Borrower on the Restatement Date, in an Aggregate Principal Amount of $125,000,000, Subject to the Terms and Conditions Set Forth Herein. C. the Term Lenders Are Willing to Make Such Term Loans to the Borrower on the Restatement Date Subject to the Terms and Conditions and for the Purposes Set Forth Herein and in the Restated Credit Agreement