<PAGE>
Exhibit 4.9
WAIVER AND FIRST AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND SECURITY AGREEMENT
THIS WAIVER AND FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND
SECURITY AGREEMENT, dated as of February 6,
2004 (the "AMENDMENT"), is entered
into by and between CAPITALSOURCE FINANCE
LLC, a Delaware limited liability
company ("LENDER"), and COAST DENTAL
SERVICES, INC., a Florida corporation
("BORROWER"). Capitalized terms used and
not otherwise defined herein are used
as defined in the Agreement (as defined
below).
WHEREAS, the parties hereto entered into that certain Revolving
Credit,
Term Loan and Security Agreement dated as
of December 31, 2002 (as amended,
supplemented, or otherwise modified from
time to time, the "AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Agreement in
certain
respects as provided herein and to waive
certain Events of Default that have
occurred and are continuing;
NOW, THEREFORE, in consideration of the premises and the other
mutual
covenants contained herein, the receipt and
sufficiency are hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
(a) Section
2.4(c)(ii)(B) of the Agreement hereby is amended by
deleting the reference to "$300,000" and
replacing it with "$350,000."
(b) Section
7.2(iii) of the Agreement hereby is amended by
deleting the reference to "$1,500,000" and
replacing it with "$5,000,000."
(c) Annex I of
the Loan Agreement hereby is amended by deleting
the Financial Covenants 1), 2), 3), 4) and
5) and replacing such covenants with
the following:
1)
MINIMUM EBITDA
Borrower shall not permit EBITDA for any Test Period ending on
the last day of each month set forth below
to be less than the following
amounts:
<TABLE>
<CAPTION>
Month
EBITDA
-----
------
<S>
<C>
December, 2003
($ 450,000)
January, 2004
($ 650,000)
February, 2004
($
50,000)
March, 2004
$ 850,000
April, 2004
$ 1,050,000
</TABLE>
Borrower shall not permit EBITDA for any Test Period ending
after April 30, 2004 to be less than
$1,250,000.
<PAGE>
2) NET
LEVERAGE RATIO (TOTAL DEBT TO EBITDA)
The Net Leverage Ratio shall not exceed 1.25 to 1.0 from
January 1, 2003 through December 31, 2003,
and 1.0 to 1.0 from January 1, 2004
and thereafter.
3)
FIXED CHARGED RATIO (EBITDA/FIXED CHARGES)
As measured at the end of each calendar month thereafter, the
Fixed Charge Ratio shall not be less
than:
<TABLE>
<CAPTION>
FOR EACH TEST PERIOD ENDING:
FIXED CHARGE RATIO:
----------------------------
-------------------
<S>
<C>
March 31, 2004 through
April 30, 2004
1.00 to 1.00
May 31, 2004 and thereafter
1.50 to 1.00
</TABLE>
4) CASH
VELOCITY
Collections of Borrower's Accounts (including capitated
collections) shall not be less than
$6,000,000 for each calendar month during
the Term commencing January 1, 2003;
provided, that upon any violation of or
failure to comply with this covenant Lender
shall have the right, in its sole
discretion, to consider for all purposes
under the Agreement as though Borrower
actually collected Accounts equal to such
minimum required amount.
5)
MINIMUM LIQUIDITY AND WOR
