exv10w9f






Exhibit 10.9f




Execution

Version




AMENDMENT NO. 5

TO

SECOND AMENDED AND RESTATED LOAN AGREEMENT




          This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”)
is made and entered into as of the 13th day of March, 2009, but shall be deemed to be
effective as of the 30th day of December, 2008, by and among NATIONAL DENTEX
CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the
signature page(s) hereof (together with Dentex, collectively the “Borrowers”), and BANK OF
AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have
the meaning ascribed to them in the Loan Agreement (as defined below).




          WHEREAS, the Borrowers and the Bank are parties to that certain Second Amended and Restated
Loan Agreement dated as of November 7, 2006, as amended by that certain Loan Modification Agreement
dated as of March 29, 2007, that certain Amendment to Second Amended and Restated Loan Agreement
dated as of October 24, 2007, that certain Amendment No. 2 to Second Amended and Restated Loan
Agreement dated as of May 9, 2008, that certain Consent and Amendment No. 3 to Second Amended and
Restated Loan Agreement dated as of September 2, 2008, and that certain Amendment No. 4 to Second
Amended and Restated Loan Agreement dated as of December 11, 2008 (collectively, as the same may be
hereby and further amended and in effect from time to time, the “Loan Agreement”), pursuant
to which the Bank has extended credit to the Borrowers on the terms set forth therein;




          WHEREAS, the Borrowers have requested the Bank to modify the Loan Agreement in certain
respects;




          WHEREAS, the Bank is willing to modify the Loan Agreement in certain respects as requested, on
the terms and conditions set forth herein.




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




          1. Amendment to Section 4(j) of the Loan Agreement (“Consolidated EBITDA”). Section
4(j) of the Loan Agreement is hereby amended by inserting, immediately after the word “GAAP” in the
first sentence thereof, the following:





“plus, to the extent deducted in determining Consolidated Net Income for such fiscal
period, one-time non-recurring expenses, not to exceed $7,000,000



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in the aggregate, which
are directly related to non-cash goodwill impairment charges”.



          2. Effective Dates and Conditions to Effectiveness. The amendments contained herein
shall be effective upon the receipt by the Bank of (i) a counterpart signature page to this
Amendment duly executed and delivered by each of the Borrowers; (ii) a certificate, certified by a
duly authorized officer of each Borrower to be true and complete as of the date hereof, (a)
attaching a copy of records of all corporate action taken by such Borrower to authorize the
execution and delivery of this Amendment, and the performance of all of its agreements and
obligations hereunder, (b) certifying that its charter and bylaws have not been amended since last
delivered to the Bank, and (c) certifying as to its good standing in its jurisdiction of
incorporation or organization; and (iii) a fee in the amount of $25,000 in respect of the Bank’s
modification of the credit facilities contained in the Loan Agreement as set forth herein.




          3.   Representations and Warranties. Each of the Borrowers represents and warrants as
follows:




          (a) The execution and delivery of this Amendment and the performance of each of this Amendment
and the Loan Agreement, as amended as of the date hereof, are within the corporate power and
authority of such Borrower and have been or will be authorized by proper corporate proceedings, and
do not (i) require any consent or approval of the stockholders of such Borrower, (ii) contravene
any provision of the charter documents or by-laws of such Borrower or any law, rule or regulation
applicable to such Borrower, or (iii) contravene any provision of, or constitute an event of
default or event which, but for the requirement that time elapse or notice be given, or both, would
constitute an event of default under, any other material agreement, instrument or undertaking
binding on such Borrower.




          (b) This Amendment and the Loan Agreement, as amended as of the date hereof, and all of the
terms and provisions hereof and thereof are the legal, valid and binding obligations of such
Borrower enforceable in accordance with their respective terms except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights
generally, and except as the remedy of specific performance or of injunctive relief is subject to
the discretion of the court before which any proceeding therefor may be brought.




          (c) Except with respect to filings with the U.S. Securities and Exchange Commission, the
execution, delivery and performance of this Amendment, as of the date hereof, do not require any
approval or consent of, or filing or registration with, any governmental or other agency or
authority, or any other party.




          (d) Except as set forth on Schedule I attached hereto, each of the representations and
warranties of the Borrowers contained in the Loan Agreement (after giving effect to this Amendment)
or in any document or instrument delivered




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pursuant to or in connection with the Loan Agreement are
true and correct in all material respects as of the date hereof with the same effect as if made on
and as of the
date hereof (except to the extent of changes resulting from transactions contemplated or
permitted by the Loan Agreement and changes occurring in the ordinary course of business which
singly or in the aggregate do not create a Material Adverse Effect, and to the extent that such
representations and warranties relate expressly to an earlier date).




          (e) After giving effect to this Amendment, no Default or Event of Default under the Loan
Agreement has occurred and is continuing.




          4.   Ratification, etc. Except as expressly amended hereby, the Loan Agreement, the
other Loan Documents and all documents, instruments and agreements related thereto are hereby
ratified and confirmed in all respects and shall continue in full force and effect. Each Borrower
hereby affirms all of its obligations under the Loan Agreement and under each of the other Loan
Documents to which it is a party and hereby affirms its absolute and unconditional promise to pay
to the Bank the Loans and all other amounts due under the Loan Agreement (as amended hereby) and
the other Loan Documents. This Amendment and the Loan Agreement shall hereafter be read and
construed together as a single document, and all references in the Loan Agreement or any related
agreement or instrument to the Loan Agreement shall hereafter refer to the Loan Agreement as
amended by this Amendment.




          5.   Governing Law. This Amendment and the rights and obligations of the parties
hereunder shall be deemed to be a document executed under seal and shall be construed and
interpreted in accordance with the laws of the Commonwealth of Massachusetts (excluding the laws
applicable to conflicts or choice of law).




          6.  Delivery By Facsimile Or Other Electronic Transmission. This Amendment, to the
extent signed and delivered by means of a facsimile machine or other electronic transmission in
which the actual signature is evident, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person. At the request of any party hereto, each
other party hereto or thereto shall re-execute original forms hereof and deliver them to all other
parties. No party hereto shall raise the use of a facsimile machine or other electronic
transmission in which the actual signature is evident to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the use of a facsimile
machine or other electronic transmission in which the actual signature is evident as a defense to
the formation of a contract and each party forever waives such defense.




          7. Counterparts.  This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which




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when so executed and delivered
shall be an original, but all of which counterparts taken together shall be deemed to constitute
one and the same instrument.




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     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of March 13, 2009,
with the understanding that this Amendment shall be deemed to be effective as of December 30, 2008.



	 	 	 	 	 	 	 
	NATIONAL DENTEX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Becker, Jr.	 	 
	 

	 	Name:
	 	 

Richard F. Becker, Jr.
	 	 
	 

	 	Title:
	 	Executive Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	GREEN DENTAL LABORATORIES, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Becker, Jr.	 	 
	 

	 	Name:
	 	 

Richard F. Becker, Jr.
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	KELLER GROUP, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Becker, Jr.	 	 
	 

	 	Name:
	 	 

Richard F. Becker, Jr.
	 	 
	 

	 	Title:
	 	Assistant Treasurer and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	KELLER LABORATORIES, INCORPORATED — MIDWEST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Becker, Jr.	 	 
	 

	 	Name:
	 	 

Richard F. Becker, Jr.
	 	 
	 

	 	Title:
	 	Assistant Treasurer and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	KELLER LABORATORIES, INC. — SOUTHEAST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Becker, Jr.	 	 
	 

	 	Name:
	 	 

Richard F. Becker, Jr.
	 	 
	 

	 	Title:
	 	Assistant Treasurer and Assistant Secretary	 	 






Amendment No 5 Borrower Signature Page




 









 





	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	as the Bank	 	 
	 
	 

	 	By:
	 	/s/ Richard J. MacDonald	 	 
	 

	 	Name:
	 	 

Richard J. MacDonald
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No 5 Bank Signature Page