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Exhibit
10.2
AMENDMENT NO. 2 TO TERM
LOAN AGREEMENT
This Amendment No. 2 to
Term Loan Agreement (this “ Amendment ”) is
dated as of June 11, 2008, by and among AMERICAN DENTAL
PARTNERS, INC., a Delaware corporation (the “ Borrower
”), the Subsidiaries of the Borrower party hereto
(collectively, the “ Subsidiary Guarantors ” and
together with the Borrower, the “ Credit Parties
”), the lending institutions party to the Credit Agreement,
as hereinafter defined (the “ Lenders ”), and
KBCM BRIDGE LLC, a Delaware limited liability company, as a Lender
and as administrative agent for the Lenders (the “
Administrative Agent ”).
WHEREAS, the Borrower, the
Administrative Agent and the Lenders are parties to that certain
Term Loan Agreement, dated as of September 25, 2007, as
amended by Amendment No. 1 to Term Loan Agreement, dated as of
February 21, 2008, (as the same may be amended, restated or
otherwise modified from time to time, the “ Credit
Agreement ”);
WHEREAS, the Credit Parties
have requested, and the Administrative Agent and the Lenders have
agreed, to amend the Credit Agreement to modify certain provisions
thereof (as defined below);
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein
contained and for other valuable considerations, the Credit
Parties, the Administrative Agent and the Lenders hereby agree as
follows:
Section 1.
Definitions . Each capitalized term used herein and not
otherwise defined in this Amendment shall be defined in accordance
with the Credit Agreement.
Section 2. Amendment
to Credit Agreement . Section 1.1 of the Credit Agreement
is hereby amended to amend and restate the definition of
“Maturity Date” in its entirety as follows:
““ Maturity
Date ” shall mean the earlier of (i) July 20,
2009, or (ii) the date the Obligations are accelerated
pursuant to Section 9.2 hereof.”
Section 3.
Effectiveness .
3.1 Conditions
Precedent . The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:
(i) Amendment Executed
. This Amendment shall have been executed by each Credit Party, the
Administrative Agent and each Lender, and counterparts hereof as so
executed shall have been delivered to the Administrative
Agent.
(ii) Revolving Credit
Agreement Amendment No. 6 . Administrative Agent shall
have received a certified copy of the executed Amendment No. 6
to Credit Agreement, dated as of June 11, 2008, by and among
the Borrower, the subsidiary guarantors signatory thereto, the
lenders signatory thereto and KeyBank National Association, a
national banking association, as a lender and as administrative
agent, which shall be in full force and effect and in form and
substance satisfactory to the Administrative Agent.
(iii) Other Conditions
. The Borrower shall have satisfied such other conditions as the
Administrative Agent may reasonably request relating to the
transactions contemplated hereby.
3.2 Effective Date .
This Amendment shall be effective on the date upon which the
conditions precedent set forth in Section 3.1 above are
satisfied. Unless otherwise specifically set forth herein, each of
the amendments and other modifications set forth in this Amendment
shall be effective on and after such date.
Section 4.
Representations and Warranties . Each Credit Party hereby
represents and warrants to the Administrative Agent and the Lenders
that (a) such Credit Party has the legal power and authority
to execute and deliver this Amendment, (b) the officer
executing this Amendment on its behalf has been duly authorized to
execute and deliver the same and bind such Credit Party with
respect to the provisions hereof, (c) after giving effect to
this Amendment, no Default or Event of Default exists under the
Credit Agreement, nor will any occur immediately after the
execution and delivery of this Amendment, and (d) as of the
date hereof, such Credit Party has no claim or offset against, or
defense or counterclaim to, its obligations or liabilities under
the Credit Agreement or any other Credit Document.
Section 5.
Miscellaneous .
5.1 Waiver . Each
Credit Party, by signing below, hereby waives and releases
Administrative Agent and each of the Lenders and their respective
directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and
counterclaims, in each case arising on or prior to the date of this
Amendment, such waiver and release being with full knowledge and
understanding of the circumstances and effect thereof and after
having consulted legal counsel with respect thereto.
5.2 Subsidiary
Guarantors . Each Subsidiary Guarantor consents and agrees to
and acknowledges the terms of this Amendment and specifically
acknowledges the terms of and consents to the amendments set forth
in this Amendment. Each Subsidiary Guarantor further agrees that
its obligations pursuant to the Subsidiary Guaranty shall remain in
full force and effect and be unaffected hereby.
5.3 Credit Agreement
Unaffected . Each reference that is made in the Credit
Agreement or any Credit Document to the Credit Agreement shall
hereafter be construed as a reference to the Credit Agreement, as
amended hereby. Except as herein otherwise specifically provided,
all provisions of the Credit Agreement shall remain in full force
and effect and be unaffected hereby. This Amendment is a Credit
Document.
5.4 Counterparts .
This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile
signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall
constitute but one and the same agreement.
5.5 Expenses . The
Borrower agrees to pay on demand all costs and expenses incurred by
the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment, including without
limitation, the reasonable
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