Incremental Facility Amendment To Credit Agreement

Exhibit 10.2.1

INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT

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 which have executed an Incremental Facility Lender Addendum are hereinafter referred to as the " Additional Lenders ." WITNESSETH:

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

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower 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 the conditions set forth herein.

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

Section 1. Amendments Relating to Additional 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 is hereby amended as follows:

(i) The definition of " Revolving Commitment" shall be amended and restated in its entirety to read as follows:

" Revolving Commitment" : as to any Lender, its Original Revolving Commitment and/or Additional Revolving Commitment, as applicable." ;

(ii) The following new definitions shall be added to Section 1.01 in alphabetical 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 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 time pursuant to assignments by or to such Lender pursuant to 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 the Lenders' 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 the Incremental Facility Amendment as Exhibit A .

" Original 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 immediately prior to the Incremental Facility Closing Date, expressed as an amount representing 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 time pursuant 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 shall have 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 ...