EXHIBIT 10.1
SUPPLEMENT TO AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
THIS SUPPLEMENT TO AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 19,
2006 (this “ Supplement ”), is
between:
(i) PDHC, LTD., a Minnesota
corporation (the “ PDHC ”); and
(ii) KEYBANK NATIONAL ASSOCIATION, a
national banking association, as administrative agent (in such
capacity as administrative agent, the “ Administrative
Agent ”), for the benefit of the Secured
Creditors:
PRELIMINARY STATEMENTS:
(1) PDHC, the other Grantors named
therein and the Administrative Agent are parties to the Amended and
Restated Pledge and Security Agreement, dated as of
February 22, 2005 (the “ Pledge and Security
Agreement ”), which Pledge and Security Agreement was
made pursuant to the Amended and Restated Credit Agreement, dated
as of February 22, 2005 (as may be further amended or
otherwise modified, restated, replaced or amended and restated from
time to time, the “ Credit Agreement ”), among
American Dental Partners, Inc., the financial institutions named as
lenders therein, and the Administrative Agent.
(2) PDHC and the Administrative
Agent desire to supplement the Pledge and Security Agreement, as
required by Section 4.15 thereof, to grant the Administrative
Agent a security interest in a certain Commercial Tort Claim held
by PDHC.
(3) It is a condition precedent to
the continued making of Loans and the continued issuance of, and
participation in, Letters of Credit, under the Credit Agreement
that PDHC shall have executed and delivered to the Administrative
Agent this Supplement.
(4) PDHC has obtained, and will
continue to obtain, benefits from the Credit Agreement and,
accordingly, desires to execute this Supplement in order to satisfy
the condition described in the preceding paragraph and to induce
the Secured Creditors to continue to extend credit pursuant to the
Credit Agreement and the other Credit Documents.
(5) Capitalized terms used in this
Supplement and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement or the Pledge and
Security Agreement, as applicable.
NOW, THEREFORE, in consideration of
the benefits accruing to PDHC, the receipt and sufficiency of which
is hereby acknowledged, PDHC hereby covenants and agrees with the
Administrative Agent, for the benefit of itself and the Secured
Creditors, as follows:
