Amended & Restated Revolving Credit Agreement

EXHIBIT 10(T)


AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT


DATED AS OF DECEMBER 4, 1998


AMONG


AMERICAN DENTAL PARTNERS, INC.,


THE LENDERS PARTY HERETO


AND


FLEET NATIONAL BANK


AS AGENT


AND


BANKBOSTON, N.A.


AS CO-AGENT
-----------


TABLE OF CONTENTS
-----------------


PAGE Section 1. Definitions 1
1.1 Certain Definitions 1
1.2 Accounting Terms 13
1.3 Rules of Interpretation 13


Section 2. Revolving Credit Loans; Letters of Credit 14
2.1 Amount 14
2.2 Revolving Credit Note 14
2.3 Lending Office 14
2.4 Requests For Revolving Credit Loans 14
2.5 Letters of Credit 14
2.6 Maturity of Revolving Credit Loans 16
2.7 Termination or Reduction of Commitment 16
2.8 Several Obligations 17


Section 3. [Intentionally Omitted] 17


Section 4. Interest Rates; Fees; Payments 17
4.1 Interest Rates 17
4.2 Commitment Fee 18
4.3 Letter of Credit Fees 18
4.4 Certain Notices 19
4.5 Non-Receipt of Funds by the Agent 19
4.6 Sharing of Payment; Waiver of Enforcement Without Consent,
Etc 20
4.7 Minimum and Maximum Amounts 21
4.8 Computations 21
4.9 Manner and Place of Payment 21
4.10 Pro Rata Treatment. 22
4.11 Payments Due on Days Other than Banking Days 22
4.12 Additional Costs 22
4.13 Limitation on Types of Loans 24
4.14 Illegality 24
4.15 Substitute Prime Rate Loans 24
4.16 Compensation. 24
4.18 Optional Prepayments 26
4.19 Mandatory Prepayments 26


Section 5. Security. 26
5.1 Security Interests 26


Section 6. Conditions Precedent 27
6.1 Conditions to all Loans and Letters of Credit 27


Section 7. Representations and Warranties 29
7.1 Corporate Status 29
7.2 No Violation 29
7.3 Corporate Power and Authority 30
7.4 Enforceability 30
7.5 Consents or Approvals 30
7.6 Financial Statements 30
7.7 No Material Change 31
7.8 Litigation 31
7.9 Compliance with Other Instruments; Compliance with Law 31
7.10 Subsidiaries 31
7.11 Investment Company Status; Limits on Ability to Incur
Indebtedness 31
7.12 Title to Property 32
7.13 ERISA 32
7.14 Taxes 32
7.15 Environmental Matters 32
7.16 Intellectual Property 33
7.17 Level of Borrowing 33
7.18 Malpractice Insurance 33
7.19 Year 2000 Risk 33
7.20 Disclosure. 34


Section 8. Affirmative Covenants 34
8.1 Use of Proceeds. 34
8.2 Conduct of Business; Maintenance of Existence. 34
8.3 Compliance with Laws 34
8.4 Insurance 34
8.5 Financial Statements, Etc. 35
8.6 Notice of Default. 36
8.7 Environmental Matters 37
8.8 Taxes and Other Liens 38
8.9 ERISA Information 38
8.10 Inspection 38
8.11 Certain Obligations Respecting Subsidiaries 38
8.12 Further Assurances 39


Section 9. Negative Covenants 39
9.1 Transactions with Affiliates 40
9.2 Consolidation, Merger or Acquisition 40
9.3 Disposition of Assets 41
9.4 Indebtedness 41
9.5 Guarantees 42
9.6 Liens 42
9.7 Restricted Payments 43
9.8 Investments 43
9.9 ERISA 44
9.10 Fiscal Year 44


Section 10. Financial Covenants 44
10.1 Debt Coverage 45
10.2 Fixed Charges Coverage 45
10.3 Minimum Net Worth. 45


Section 11. Events of Default 45
11.1 Events of Default 45
11.2 Remedies Upon an Event of Default 47


Section 12. The Agent And The Co-Agent 47
12.1 Appointment, Powers and Immunities 47
12.2 Reliance 48
12.3 Defaults 49
12.4 Rights as a Lender. 49
12.5 Events 49
12.6 Non-Reliance on Agent or the Co-Agent and Other Lenders. 50
12.7 Failure to Act 50
12.8 Removal of Agent or Co-Agent. 50
12.9 Collateral Sub-Agents 51


Section 13. General. 51
13.1 Amendments, Etc. 51
13.2 Notices, Etc. 51
13.3 No Waiver; Remedies 52
13.4 Right of Set-off 52
13.5 Expenses; Indemnification 52
13.6 Successors and Assigns. 53
13.7 Severability. 55
13.8 Governing Law 55
13.9 Waiver Of Jury Trial. 55
13.10 Venue, Consent To Service Of Process. 56
13.11 Additional Lenders. 56
13.12 Pledge. 56
13.13 Headings 57
13.14 Counterparts. 57
13.15 Confidentiality 57
13.16 Amendment and Restatement. 57
EXHIBITS: - --------


A - Revolving Credit Note B - Security Agreement C - Subsidiary Security Agreement D - Stock Pledge Agreement E - Subsidiary Guaranty F - Compliance Certificate G - Assignment and Joinder Agreement


SCHEDULES: - ---------


A - Disclosure Schedule 1 - Applicable Margin and Commitment Fees 2 - Commitments of the Lenders


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 4, 1998, by and among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the "Borrower"), having its principal place of business and chief executive
-------- offices at 301 Edgewater Place, Suite 320, Wakefield, Massachusetts 01880; FLEET NATIONAL BANK, a national banking association, with its principal place of business at Fleet Center, One Federal Street, Boston, Massachusetts 02110 (together with its successors, "Fleet"); each other lender which may from time
----- to time become a signatory hereto (individually, together with its successors as well as Fleet, a "Lender" and collectively, together with their respective
------ successors, the "Lenders"); Fleet, as agent for the Lenders (in such capacity,
------- together with its successors in such capacity, the "Agent"); and BANKBOSTON,
----- N.A. as co-agent for the Lenders (in such capacity, together with its successors in such capacity, the "Co-Agent")
--------


WHEREAS, the Borrower and Fleet are parties to a Revolving Credit Agreement dated as of April 24, 1997 (as amended, modified or supplemented from time to time, the "Original Credit Agreement");
-------------------------


WHEREAS, the Borrower and Fleet desire to amend and restate the Original Credit Agreement in its entirety in order to amend and modify certain terms and provisions of the Original Credit Agreement as set forth herein.


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


Definitions.


Certain Definitions. The following terms are used herein with the meanings
------------------- assigned to them below:


"Accountants" shall mean KPMG Peat Marwick LLP, or another of the so-called
----------- "big five" accounting firms or, subject to the prior approval of the Majority Lenders, other certified public accountants selected by the Borrower.


"Additional Costs" shall have the meaning set forth in Section 4.12.
----------------


"Adjusted EBITDA" shall mean an amount equal to (i) EBITDA of the Borrower
--------------- for the twelve month period then ended less (ii) EBITDA for each Acquired
---- Company for such fiscal period plus (iii) EBITDA for each Acquired Company on a
---- pro forma basis for the twelve months preceding the end of such fiscal period, provided, however, that the EBITDA for Acquired Companies may be adjusted, for - -------- ------- certain identified one-time savings.


"Affiliate" shall mean, with respect to any specified Person (the
--------- "specified person"), any Person directly or indirectly controlling, controlled ---------------- by or under direct or indirect common control with, the specified person and, without limiting the generality of the foregoing, includes (i) any director, officer or, in the case of a limited liability company, manager of the specified person or any Affiliate of the specified person, (ii) any such director's, officer's or manager's parent, spouse, child or child's spouse (a "relative"), (iii) any group acting in concert, of one or more such directors, officers, managers, relatives or any combination thereof (a "group"), (iv) any


Person controlled by any such director, officer, manager, relative or group in which any such director, officer, manager, relative or group beneficially owns or holds 10% or more of any class of voting securities or a 10% or greater equity or profits interest and (v) any Person or group which beneficially owns or holds 10% or more of any class of voting securities or membership interests or a 10% or greater equity or profits interest in the specified person. For the purposes of this definition, the term "control" when used with respect to any specified person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such specified person, whether through the ownership of voting securities, by contract or otherwise.


"Agreement" shall mean this Amended and Restated Revolving Credit
--------- Agreement.


"Applicable Lending Office" means, for each Lender and for each Type of
------------------------- Loan, the Lending Office of such Lender (or of an affiliate of such Lender) designated for such Type of Loan on Schedule 3 hereof or such other office of
---------- such Lender (or of an affiliate of such Lender) as such Lender may from time to time specify to the Agent and the Borrower as the office by which its Loans of such Type are to be made.


"Applicable Margin" shall mean, in respect of any Type of Loan, the amount
----------------- for such Type of Loan determined pursuant to Schedule 1 attached hereto, it
---------- being agreed that any change in the Applicable Margin shall be effective three (3) days after the date upon which the Agent has received a duly executed and completed Compliance Certificate evidencing the applicable Total Debt/Adjusted EBITDA Ratio.


"Banking Day" shall mean any day on which commercial banks settle payments
----------- in New York or London with respect to any payment obligation which is a LIBOR Loan or New York with respect to any other payment obligation, excluding Saturday and Sunday and excluding any other day which in The Commonwealth of Massachusetts is a legal holiday or a day on which banking institutions are authorized by law to close.


"Borrower Group Property" shall mean any real property owned, occupied, or
----------------------- operated by the Borrower or any of its Subsidiaries.


"Capital Expenditures" shall mean all expenditures for fixed assets made by
-------------------- the Borrower or any of its Subsidiaries which are capitalized, including expenditures related to a Capital Lease, but excluding all expenditures incurred in connection with any Permitted Acquisition.


"Capital Lease" shall mean, as to any Person, any lease which is
------------- capitalized on the balance sheet of such Person in accordance with GAAP.


"Capital Lease Obligations" shall mean, as to any Person, the amount of the
------------------------- obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP (including Statement of Financial Accounting Standards No. 13, as amended, of the Financial Accounting Standards Board).


"Closing Date" shall mean the first date on which the conditions set forth
------------ in Section 6.1 have been satisfied and any Loans are to be made or any Letters of Credit are to be issued hereunder.


"Code" shall mean the Internal Revenue Code of 1986, as amended, or any
---- successor statute.


"Collateral" shall have the meaning given that term in the Security
---------- Agreement


"Commitment" In relation to any particular Lender, the maximum dollar
---------- amount which such Lender has agreed to loan to the Borrower or make available to the Borrower upon the terms and subject to the conditions of this Agreement, initially as set forth on Schedule 2 attached hereto, as such Lender's
---------- Commitment may be modified pursuant hereto and in effect from time to time. Schedule 2 shall be amended from time to time, with prior notice to the - ---------- Borrower, to reflect any changes in the Commitments of the Lenders.


"Commitment Percentage" In relation to any particular Lender, the
--------------------- percentage which such Lender's Commitment represents of the aggregate Commitments of all the Lenders, initially as set forth on Schedule 2 attached
---------- hereto, as such Lender's Commitment Percentage may be modified pursuant hereto and in effect from time to time. Schedule 2 shall be amended from time to time
---------- to reflect any changes in the Commitment Percentages of the Lenders.


"Contractual Obligation" shall mean, as to any Person, any provision of any
---------------------- security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.


"Controlled Group" shall mean all members of a controlled group of
---------------- corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Sections 414(b) or 414(c) of the Code.


"Default" shall mean any condition or event that constitutes an Event of
------- Default or that with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.


"Deposited Funds" shall have the meaning set forth in Section 4.6.
---------------


"EBITDA" shall mean, for any fiscal period, an amount equal to Net Income
------ for such period, plus each of the following (without duplication), to the extent deducted in computing such Net Income: (i) Interest Expense, (ii) taxes accrued, (iii) depreciation, and (iv) amortization of goodwill and other intangibles.


"Environmental Laws" shall mean all federal, state, local and foreign laws,
------------------ and all regulations, notices or demand letters issued, promulgated or entered thereunder, relating to pollution or protection of the environment and to occupational health and safety, including, without limitation, laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or Hazardous Substances into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or Hazardous Substances.


"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
----- amended, or any successor statutes.


"Event of Default" has the meaning set forth in Section 11.1.
----------------


"Excluded Property" shall mean (i) any property of the Borrower or its
----------------- Subsidiaries the purchase price of which was, or in the future may be, financed with Indebtedness permitted by Sections 9.4(b), 9.4(c), 9.4(e), or 9.4(f) and (ii) real property of the Borrower or its Subsidiaries the purchase price of which was financed with Indebtedness listed on Schedule A or assumed by the Borrower in connection with a Permitted Acquisition and (iii) leasehold interests in any real property.


"Extension of Credit" shall mean the making of any Loan or the issuance of
------------------- any Letter of Credit.


"Federal Funds Rate" means, for any day, the rate per annum (rounded
------------------ upwards, if necessary, to the nearest 1/100th of 1%) 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 Banking Day next succeeding such day, provided that (a) if such day is not a Banking Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Banking Day as so published on the next succeeding Banking Day, and (b) if no such rate is so published on such next succeeding Banking Day, the Federal Funds Rate for such day shall be the average rate charged to Fleet on such day on such transactions as determined by the Agent.


"Financial Statement Date" shall mean December 31, 1997.
------------------------


"Fixed Charges" shall mean, for any fiscal period, the sum of (i) the
------------- amount of the scheduled installments of principal payable in respect of Indebtedness of the Borrower and its Subsidiaries during such period, plus (ii)
---- Interest Expense for such period, plus (iii) the tax provision of the Borrower
---- and its Subsidiaries paid or required to be paid in cash for such period, plus
---- (iv) Maintenance Capital Expenditures made by the Borrower and its Subsidiaries during such period, plus (v) Rental Payments, plus (vi) distributions to
---- ...