Exhibit 10.2
AMENDMENT NO. 3 TO TERM LOAN
AGREEMENT
This Amendment No. 3 to Term
Loan Agreement (this “ Amendment ”) is dated as
of October 24, 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 and Waiver,
dated as of February 21, 2008, Amendment No. 2 to Term
Loan Agreement, dated as of June 11, 2008 (as amended and as
the same may be further 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;
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. Amendments to
Credit Agreement .
2.1 New Definitions .
Section 1.1 of the Credit Agreement is hereby amended to add
the following new definitions thereto in the appropriate
alphabetical order:
““ Amendment
No. 3 Effective Date ” shall mean the date upon
which the conditions specified in Section 3.1 of Amendment
No. 3 to Term Loan Agreement are satisfied.”
““ Amendment
No. 3 to Term Loan Agreement ” shall mean Amendment
No. 3 to Term Loan Agreement, dated October 24, 2008, by
and among the Borrower, the Subsidiary Guarantors, the Lenders and
the Administrative Agent.”
““ Revolving Credit
Agreement Amendment No. 7 ” shall mean Amendment
No. 7 to Amended and Restated Credit Agreement, dated as of
October 24, 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.”
2.2 Amendment to
Section 1.1 . Section 1.1 of the Credit Agreement is
hereby amended to amend and restate the definitions of
“Applicable Margin,” “Base Rate” and
“Maturity Date” in their entirety as
follows:
““ Applicable
Margin ” shall mean:
(i) As of the Amendment No. 3
Effective Date, until changed hereunder in accordance with the
following provisions, the Applicable Margin shall be
(A) 450.00 basis points for Base Rate Loans, and
(B) 450.00 basis points for Eurodollar Loans;
(ii) Commencing on
March 1, 2009 and each 90 th day thereafter, the Applicable
Margin shall be increased by 50 basis points over the Applicable
Margin then in effect.”
““
Base Rate ” shall mean, for any day, a fluctuating
interest rate per annum as shall be in effect from time to time
which rate per annum shall at all times be equal to the greatest
of: (i) the rate of interest established by KeyBank in
Cleveland, Ohio, from time to time, as its “prime
rate,” whether or not publicly announced, which interest rate
may or may not be the lowest rate charged by it for commercial
loans or other extensions of credit; (ii) the Federal Funds
Effective Rate in effect from time to time, determined one Business
Day in arrears, plus 1 / 2 of 1.00% per annum; and
(iii) the Adjusted Eurodollar Rate for one month interest
periods that would be applicable had the Borrower submitted on such
day a Notice of Continuation or Conversion that requested the
Continuation or Conversion of a Eurodollar Loan, plus
1.00% per annum.”
““ Maturity Date
” shall mean the earlier of (i) January 20, 2010,
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) Fees, etc . The Borrower
shall have paid an amendment fee to the Administrative Agent, for
the pro rata benefit of each Lender based on the Commitment of such
Lender, in an amount equal to $350,000 and shall have paid all
reasonable out-of-pocket fees and expenses of the Administrative
Agent and of special counsel to the Administrative Agent that have
been invoiced on or prior to such date in connection with the
preparation, negotiation, execution and delivery of this
Amendment.
(iii) Revolver Credit Agreement
Amendment . The Administrative Agent shall have received a
certified copy of the executed Revolver Credit Agreement Amendment
No. 7, which shall be in full force and effect a
