Exhibit 10.3
AMERICAN DENTAL PARTNERS, INC.
AND
ITS SUBSIDIARIES WHICH ARE OR BECOME A PARTY HERETO,
AS GRANTORS
WITH
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
DATED AS OF
FEBRUARY 22, 2005
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of February
22, 2005 (as may be further amended, modified, or supplemented from time to
time, this "Agreement"), among:
(i) AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the "Borrower");
(ii) each of the Subsidiaries of the Borrower which is now or hereafter becomes
a party hereto (each such Subsidiary, together with the Borrower, are referred
to herein, collectively, as the "Grantors" and individually each a "Grantor");
and
(ii) KEYBANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent (in such capacity as administrative agent, the
"Administrative Agent"), for the benefit of the Secured Creditors (as defined
below):
PRELIMINARY STATEMENTS:
(1) The Grantors (other than American Dental Partners of Missouri, LLC) and the
Administrative Agent are parties to the Pledge and Security Agreement, dated
October 16, 2003 (as supplemented, the "Original Pledge and Security
Agreement").
(2) The Grantors and the Administrative Agent desire to amend and restate the
Original Pledge and Security Agreement to make certain modifications thereto and
to add American Dental Partners of Missouri, LLC as a Grantor thereunder.
(3) This Agreement is made pursuant to the Amended and Restated Credit
Agreement, dated as of the date hereof (as may be further amended or otherwise
modified, restated, replaced or amended and restated from time to time, the
"Credit Agreement"), among the Borrower, the financial institutions named as
lenders therein (the "Lenders"), and the Administrative Agent.
(4) It is a condition precedent to the making of Loans (as defined in the Credit
Agreement) and the issuance of, and participation in, Letters of Credit (as
defined in the Credit Agreement), under the Credit Agreement that each Grantor
shall have executed and delivered to the Administrative Agent this Agreement.
(5) Each Grantor will obtain benefits from the Credit Agreement and,
accordingly, desires to execute this Agreement in order to satisfy the condition
described in the preceding paragraph and to induce the Secured Creditors to
extend credit pursuant to the Credit Agreement and other Credit Documents (as
defined in the Credit Agreement).
NOW, THEREFORE, in consideration of the benefit accruing to each Grantor, the
receipt and sufficiency of which are hereby acknowledged, each Grantor hereby
makes the following representations and warranties to the Administrative Agent
and to the other Secured Creditors and hereby covenants and agrees with the
Administrative Agent and to the other Secured Creditors as follows:
ARTICLE I.
DEFINITIONS AND TERMS
Section 1.1. Defined Terms. Capitalized terms used in this Agreement and not
otherwise defined in Section 1.2 hereof shall have the meanings given to such
terms in the Credit Agreement. Unless otherwise defined herein, all terms used
herein and defined in the UCC shall have the same definitions herein