Exhibit 10.1
AMENDMENT NO. 7 TO AMENDED AND
RESTATED CREDIT AGREEMENT
This Amendment No. 7 to Amended
and Restated Credit 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 KEYBANK NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (the “
Administrative Agent ”).
WHEREAS, the Borrower, the
Administrative Agent and the Lenders are parties to that certain
Amended and Restated Credit Agreement, dated as of
February 22, 2005, as amended by the Omnibus Amendment
Agreement and Waiver, dated as of January 26, 2007, Amendment
No. 2 to Amended and Restated Credit Agreement, dated
February 21, 2007, Amendment No. 3 to Amended and
Restated Credit Agreement, dated as of September 25, 2007,
Amended and Restated Forbearance Agreement and Amendment No. 4
to Credit Agreement, dated as of January 11, 2008, Amendment
No. 5 to Amended and Restated Credit Agreement and Waiver,
dated as of February 21, 2008, Amendment No. 6 to Amended
and Restated Credit Agreement, dated as of June 11, 2008,
which provides, among other things, for revolving loans, letters of
credit and other financial accommodations, all upon certain terms
and conditions stated therein (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. 7 Effective Date ” shall mean the date upon
which the conditions specified in Section 3.1 of Amendment
No. 7 to Amended and Restated Credit Agreement are
satisfied.”
““ Amendment
No. 7 to Amended and Restated Credit Agreement ”
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, the Lenders and the
Administrative Agent.”
““ Term Loan
Agreement Amendment No. 3 ” shall mean Amendment
No. 3 to Term Loan Agreement, dated as of October 24,
2008, by and among the Borrower, the subsidiary guarantors
signatory thereto, the lenders signatory thereto and KBCM Bridge
LLC, as a lender and as administrative agent.”
SOLICITORS, 068999, 000002, 102522951.1,
Amendment No 7 to Credit Agr - Conformed
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
“Facility Termination Date” in their entirety as
follows:
““ Applicable
Margin ” shall mean:
(i) As of the Amendment No. 7
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 with the fiscal
quarter of the Borrower ended on December 31, 2008, and
continuing with each fiscal quarter thereafter, the Administrative
Agent shall determine the Applicable Margin in accordance with the
following matrix, based on the Leverage Ratio:
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Applicable Margin
for
Base Rate Loans
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Applicable Margin
for
Eurodollar Loans
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Greater than or equal to 3.00 to
1.00
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450.00 bps
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450.00 bps
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Less than 3.00 to 1.00
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425.00 bps
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425.00 bps
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(iii) Changes in the Applicable
Margin based upon changes in the Leverage Ratio shall become
effective on the third Business Day following the receipt by the
Administrative Agent pursuant to Section 8.1(a) or (b) of
the financial statements of the Borrower, accompanied by the
certificate and calculations referred to in Section 8.1(c),
demonstrating the computation of the Leverage Ratio, based upon the
Leverage Ratio in effect at the end of the applicable period
covered (in whole or in part) by such financial statements.
Notwithstanding the foregoing provisions, during any period when
(A) the Borrower has failed to timely deliver its consolidated
financial statements referred to in Section 8.1(a) or (b),
accompanied by the certificate and calculations referred to in
Section 8.1(c), (B) a Default under Section 10.1(a)
has occurred and is continuing, or (C) an Event of Default has
occurred and is continuing, the Applicable Margin shall be the
highest rate per annum indicated therefor in the above matrix,
regardless of the Leverage Ratio at such time. Any changes in the
Applicable Margin shall be determined by the Administrative Agent
in accordance with the provisions set forth in this definition and
the Administrative Agent will promptly provide notice of such
determinations to the Borrower and the Lenders. Any such
determination by the Administrative Agent shall be conclusive and
binding absent manifest error.”
““
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 Borrowing, Co