Exhibit
10.1


 


AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


THIS
AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is effective this 29 day of July, 2016 (the "Effective Date"),
by and among GUARANTY BANK AND TRUST COMPANY, a Colorado bank (the "Bank"),
and BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (the "Borrower").
Bank and Borrower may sometimes be referred to herein as "Party" or, collectively, "Parties".


 


RECITALS


 


WHEREAS,
Borrower and Bank entered into a Loan and Security Agreement as of March 29, 2016, pursuant to which Bank made available to Borrower
certain Revolving Loans and a Term Loan; and


 


WHEREAS,
the Borrower has requested to amend and the Bank is willing to amend and modify the Loan and Security Agreement in accordance with
and subject to the terms and conditions set forth in this Amendment.


 


NOW,
THEREFORE, in consideration of Twenty-Five Thousand and No/l00ths Dollars ($25,000.00)
to be paid to Bank by Borrower and the additional premises and the mutual covenants contained herein, Borrower and Bank agree as
follows:


 


1. Definitions.
The Loan and Security Agreement and any and all other documents executed in connection with the Loan and Security Agreement,
including, without limitation, any Amendments thereto, shall hereinafter be collectively referred to as the
"Loan Documents". Capitalized terms used herein and in the recitals hereto, but not defined herein or therein,
shall have the meaning given them in the Loan Documents.


 


2. Amendments
to Loan and Security Agreement. The Loan and Security Agreement is Amended as follows:


 


		a.	Section 10.1 is amended to read as follows:



 


Maximum
Total Cash Flow Leverage Ratio. The Maximum Total Cash Flow Leverage Ratio ("CFL"), which shall be equal to the ratio
of Funded Debt to annualized EBITDA, based on the prior six-month period for June 30, 2016 and the prior nine-month period for
September 30, 2016, and thereafter for the prior twelve-month
period as set forth below:


 


	Quarter Ending	Required Funded Debt/EBITDA
	6/30/16	2.75x
	9/30/16	2.4x
	12/31/16	2.3x
	3/31/17	2.2x
	6/30/17	2.l x
	9/30/17	2.0x
	Thereafter	l.9x


 


3. Representations
and Warranties. Borrower hereby remakes each of the representations and warranties contained in Section 7 of the Loan and
Security Agreement as of the date of this Amendment, as
if made in connection with this Amendment and the Loan and Security Agreement.


 




     


     


    

 


4. Entire
Agreement. This Amendment and the Loan and Security Agreement and the other documents delivered in connection
herewith and therewith contain the entire agreement of the parties concerning the subject matter hereof and thereof. No
promise, representation or understanding which is not
expressly set forth in, or incorporated into, either
the Loan and Security Agreement or this Amendment or the Loan Documents shall be enforceable by either party. All prior and
contemporaneous understandings and agreements, written or oral, express
or implied, shall be of no further force and effect
to the extent inconsistent herewith.


 


5. Continuing
Effect and Conflict. To the extent there is a conflict between this Amendment and the Loan and Security Agreement and/or
Loan Documents, the provisions of this Amendment shall control. Except as expressly modified herein, the terms and
conditions of the Loan and Security Agreement and the Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.


 


6. Costs
and Expenses. Borrower shall reimburse Bank for all attorneys'
fees, legal costs, and
other expenses incurred in connection with the negotiation , drafting, execution,
filing and recording of this Amendment and any related
Loan Document. The amounts described in this paragraph shall be in addition to, and not in lieu of, the
interest, fees and other charges owing under the Loan
Documents.


 


7.
Execution of Documents . Borrower shall execute
and deliver to Bank this Amendment and Borrower shall execute any other documents reasonably requested by Bank simultaneously with
the execution of this Amendment. All of the Loan Documents and other materials described in this paragraph shall be acceptable
in form and substance to Bank in its sole reasonable discretion. 


 


8.
Release and Waiver. Borrower hereby releases, waives
and forever discharges Bank and its shareholders, directors,
officers, employees,
and agents from all known and unknown, absolute and contingent,
claims, defenses,
setoffs, counterclaims, causes
of action, actions,
suits or other legal proceedings of any kind existing or accrued as of the date of this Amendment.


 


9. Successor
and Assigns. This Amendment and any related documents shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties
hereto.


 


10.Governing Law.
This Amendment shall be governed by the laws of the State of Colorado.


 


11.Jurisdiction
and Venue. The parties hereto consent to the jurisdiction
and venue of any Court located in the City and County of Denver, State of Colorado, in the event of any litigation pertaining to
this Amendment or any related Loan Document or the enforcement of any liability, obligation, right or remedy described therein.


 


12.JURY
TRIAL WAIVER. BANK AND BORROWER EACH IRREVOCABLY WAIVE ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING OF ANY ISSUE,
CLAIM, COUNTERCLAIM OR OTHER CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, BASED UPON OR ARISING OUT OF THIS AMENDMENT OR
THE LOAN AND SECURITY AGREEMENT OR ANY OTHER AGREEMENT OR DEALINGS RELATING TO THE SUBJECT MATTER OF THIS AMENDMENT OR THE LOAN
AND SECURITY AGREEMENT.


 




     


     


    

 


IN WITNESS WHEREOF,
Borrower and Bank have caused this Amendment to be executed the date first set forth above.


 


BIRNER DENTAL MANAGEMENT SERVICES, INC.


 


	By:	/s/ Dennis N. Genty	 
	Name:     	Dennis Genty	 
	Title:   	Chief Financial Officer	 


 


GUARANTY BANK AND TRUST COMPANY


 


	By:	/s/ Clint R. Crews	 
	Name:   	Clint R. Crews	 
	Title:  	Senior Vice President