AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1 Execution Copy AMENDMENT NO. 4
TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT      This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this " Amendment ") is made and entered into as of the 11 day of December, 2008, by and among NATIONAL DENTEX CORPORATION , a Massachusetts corporation (" Dentex "), its Subsidiaries listed on the signature page(s) hereof (together with Dentex, collectively the " Borrowers "), and BANK OF AMERICA, N.A. (the " Bank "). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).       WHEREAS , the Borrowers and the Bank are parties to that certain Second Amended and Restated Loan Agreement dated as of November 7, 2006, as amended by that certain Loan Modification Agreement dated as of March 29, 2007, that certain Amendment to Second Amended and Restated Loan Agreement dated as of October 24, 2007, that certain Amendment No. 2 to Second Amended and Restated Loan Agreement dated as of May 9, 2008, and that certain Consent and Amendment No. 3 to Second Amended and Restated Loan Agreement dated as of September 2, 2008 (collectively, as the same may be hereby and further amended and in effect from time to time, the " Loan Agreement "), pursuant to which the Bank has extended credit to the Borrowers on the terms set forth therein;       WHEREAS , the Borrowers have requested the Bank to modify the Loan Agreement in certain respects and to extend the Revolving Line of Credit Termination Date;       WHEREAS, the Bank is willing to modify the Loan Agreement and the Revolving Line of Credit Note by extending the Revolving Line of Credit Termination Date and in certain other respects as requested, on the terms and conditions set forth herein.       NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:       1.       Amendment to Section 2(c)(i) of the Loan Agreement .      Section 2(c)(i) of the Loan Agreement is hereby amended by deleting the reference to "1/8 of 1%" in the first line thereof and replacing it with "1/2 of 1%".       2.       Amendment to Section 4(c) of the Loan Agreement .      Section 4(c) of the Loan Agreement is hereby amended by deleting the table set forth in such Section in its entirety and replacing it with the following:

      3.       Amendment to Section 4(p) of the Loan Agreement .      Section 4(p) of the Loan Agreement is hereby amended by deleting the table set forth in such Section in its entirety and replacing it with the following:      "(p)     The term " Fixed Charge Coverage Ratio " shall mean as of the end of any fiscal quarter of the Borrowers the ratio of (i) Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters ending with such fiscal quarter, determined in accordance with GAAP, to (ii) the sum of (A) the aggregate amount of principal payments of Indebtedness of the Borrowers or any of their subsidiaries scheduled to have been made during such period plus (B) the aggregate amount of interest expense of the Borrowers or any of their subsidiaries for such period."       4.       Amendment to Section 4(dd) of the Loan Agreement .      Section 4(dd) of the Loan Agreement is hereby amended by deleting the reference to "November 7, 2009" in the second line thereof and replacing it with "November 7, 2011".       5.       Amendment to Section 4(kk) of the Loan Agreement .      Section 4(kk) of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:      "(kk) The term " Prime Rate " shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Bank as its "prime rate", and (c) the LIBOR Lending Rate for an Interest Period of 1-month beginning on such day plus 100 basis points. The "prime rate" is a rate set by the Bank based upon various factors including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change."

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      6.       Amendment to Section 4 of the Loan Agreement .      Section 4 of the Loan Agreement is hereby amended by inserting the following new clause (rr) at the end thereof:      "(rr) The term " Federal Funds Rate " shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next succeeding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such ne