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Forbearance Agreement

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Exhibit 10.2

EXECUTION VERSION

FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this " Agreement" ) is made as of December 18, 2007, and entered into by and among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the " Borrower" ), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), the lending institutions party to the Credit Agreement, as hereinafter defined (" Lenders" ), and KBCM BRIDGE LLC, a national banking association, as a Lender and as administrative agent for the Lenders (the " Administrative Agent" ).

RECITALS

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Term Loan Agreement, dated as of September 25, 2007 (as the same may be amended, restated or otherwise modified from time to time, the " Credit Agreement" );

WHEREAS, certain Defaults and Events of Default exist or will occur under the Credit Agreement and, as a result of such Defaults and Events of Default, Lenders have the right, among other things, to exercise any remedies available to Lenders under the Credit Agreement;

WHEREAS, notwithstanding the existence of such Defaults and Events of Default, the Borrower has requested that Lenders forbear from exercising their rights under the Credit Agreement and other Credit Documents; and

WHEREAS, Lenders are willing to forbear from exercising such rights on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

ARTICLE I. FORBEARANCE

Section 1.1. Outstanding Indebtedness . The Borrower acknowledges and confirms (a) that Exhibit A hereto sets forth, as of the date hereof, the aggregate principal amount of all outstanding Loans, and (b) that such amounts are not subject to any defense, counterclaim, recoupment or offset of any kind.

Section 1.2. Defaults . The Borrower acknowledges that as of the date hereof, the Administrative Agent and the Lenders have notified the Borrower that, and the Borrower acknowledges that, the Borrower has failed to comply with the provisions of the Credit Agreement as set forth in Exhibit B hereto (collectively, the " Credit Agreement Defaults" ).

Section 1.3. Continuing Defaults . With respect to each of the Credit Agreement Defaults, the Borrower acknowledges that (a) such Credit Agreement Defaults are continuing and have not been waived by virtue of any previous actions (or failure to act) by Administrative Agent or Lenders through any course of conduct or course of dealing or otherwise and (b) as a result of the existence of such Credit Agreement Defaults, Lenders, pursuant to the terms and conditions of the Credit Agreement and the other Credit Documents, have the right to, among other things, (i) accelerate the maturity of all of the Borrower' s Obligations, and (ii) exercise any or all rights and remedies available to them pursuant to the Credit Documents, applicable law or otherwise.

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Section 1.4. Forbearance and Forbearance Period . Administrative Agent and Lenders, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 2.1 hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, for the period from December 14, 2007 through January 11, 2008 (the " Forbearance Period" ), on the conditions that:

(a) after giving effect to the terms of this Agreement, other than the Credit Agreement Defaults, no other Default or Event of Default shall exist under the Credit Agreement or any Credit Document; (b) during the Forbearance Period, other than the Credit Agreement Defaults, no other Default or Event of Default shall occur under the Credit Agreement and no default or event of default shall occur under this Agreement;

(c) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month;

(d) with respect to the Verdict (as defined in Exhibit B ) or the Judgment Entry (as defined in Exhibit B ), (i) the Court (as defined in Exhibit B ) (x) shall not enter a Judgment Entry for an amount in excess of $130,540,647.00 (exclusive of post-judgment interest), (y) shall not enter a Judgment Entry against any entity other than the Borrower or PDHC, Ltd. and (z) shall not award any relief or other damages, other than the monetary damages set forth in the Verdict, after the date hereof that materially and adversely affects any Credit Party, (ii) there shall not occur, in the sole opinion of the Lenders, any material and adverse development concerning the Civil Action (as defined in Exhibit B ), (iii) no Person shall take any action against the Borrower or any of its Subsidiaries, or any of their properties or assets, to enforce the Judgment Entry or (iv) no judgment lien relating to the Judgment Order shall be recorded against the Borrower or any of its Subsidiaries, or any of their properties or assets;

(e) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (the failure to so comply shall constitute an Event of Default under the Credit Agreement); (f) the Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KeyBank National Association, as a lender and as administrative agent, and entered into in connection with the Revolving Credit Agreement, shall not have been terminated; and (g) no assets of any Credit Party that constitute Collateral shall be used to pay the Verdict or any part thereof or, if applicable, to secure a bond for purposes of appealing the Judgment Entry.

Section 1.5. End of Forbearance Period . The Borrower acknowledges and agrees that upon the failure of the Borrower to satisfy any of the foregoing conditions at any time, the Forbearance Period shall automatically terminate without notice to the Borrower of any kind. The Borrower hereby waives any such notice. Upon termination of the Forbearance Period, Administrative Agent and Lenders shall be permitted to exercise any and all rights and remedies that exist with respect to the Credit Agreement Defaults and any other Default or Event of Default that may then exist.

Section 1.6. Default Interest . The Lenders agree that, notwithstanding the existence of the Credit Agreement Defaults and anything in Section 2.5(c) of the Credit Agreement to the contrary, the default rate of interest set forth in Section 2.5(c) shall not accrue on the outstanding principal amount of the Loans during the Forbearance Period.


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ARTICLE II. MISCELLANEOUS Section 2.1. Conditions Precedent . This Agreement shall not be effective until: (a) it has been executed by the Borrower, the Administrative Agent and the Required Lenders and acknowledged by each Subsidiary Guarantor; (b) the Borrower has paid a fee to the Administrative Agent, for the pro rata benefit of each of Lender executing this Agreement based on the outstanding principal amount of Loans owing to each such Lender, in an amount equal to $43,478; and

(c) the Borrower shall have satisfied such other conditions or delivered such other items as the Administrative Agent or any Lender shall reasonably request.

Section 2.2. Representations and Warranties . The Borrower and each Subsidiary Guarantor hereby represents and warrants to Administrative Agent that (a) the Borrower and each Subsidiary Guarantor has the legal power and authority to execute and deliver this Agreement; (b) the officers of the Borrower
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