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EXHIBIT 10.3
AMENDMENT TO
AGREEMENT AND PLAN OF
MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER
(this “ Amendment
”) is made and entered into as of May 31,
2007, by and among Quest Diagnostics Incorporated, a Delaware
corporation (“ Parent
”), Ace Acquisition Sub, Inc., a Delaware
corporation (“ Merger
Sub ” and, together with
Parent, each a “ Buyer
Party ” and collectively, the
“ Buyer Parties
”), and AmeriPath Group Holdings, Inc., a
Delaware corporation (the “ Company ”).
WHEREAS, the Parent, the Merger Sub and the
Company are parties to that certain Agreement and Plan of Merger,
dated as of April 15, 2007 (the “ Merger Agreement ”),
pursuant to which, subject to the satisfaction of the conditions
provided therein, Merger Sub will merge with and into the Company
with the Company continuing as the surviving corporation (the
“ Merger ”); and
WHEREAS, pursuant to Section 11.2 of the Merger
Agreement, the parties hereto desire to amend certain provisions of
the Merger Agreement as specified herein;
NOW, THEREFORE, in consideration of the promises
and the mutual agreements and covenants hereinafter set forth, and
intending to be legally bound, Parent, Merger Sub and the Company
hereby agree to amend the Merger Agreement as follows:
1. Definitions; References .
Unless otherwise specifically defined herein, each capitalized term
used herein but not otherwise defined shall have the meaning
assigned to such term in the Merger Agreement. Each reference to
“hereof”, “herein”, “hereby”
and “this Agreement” shall from and after the date
hereof refer to the Merger Agreement as amended by this Amendment.
Notwithstanding the foregoing, the date of the Merger Agreement, as
amended hereby, shall in all instances remain as April 15, 2007,
and references to “the date hereof” and “the date
of this Agreement” shall continue to refer to April 15,
2007.
2. Amendment of the Merger Agreement . The Merger Agreement shall be deemed amended as follows,
without requiring any further action by any Person.
2.1. Section 2.2 of the Merger Agreement is hereby amended
to read in full as follows:
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“The closing of the Merger
(the “ Closing
”) will take place at the offices of
Shearman & Sterling LLP at 599 Lexington Avenue, New York, New
York on the second Business Day following the satisfaction or
waiver of the conditions set forth in Sections 7 and 8 (other than
those conditions that by their terms are to be satisfied at the
Closing, but subject to the satisfaction or waiver of such
conditions), or at such other place and on
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