American Dental Partners Inc Sample Contracts

American Dental Partners Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN DENTAL PARTNERS, INC. (February 14th, 2012)

American Dental Partners, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

American Dental Partners Inc – RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN DENTAL PARTNERS, INC. (February 14th, 2012)

SECOND: The name and address of the registered agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

American Dental Partners Inc – SECOND AMENDED AND RESTATED BY-LAWS OF AMERICAN DENTAL PARTNERS, INC. (February 14th, 2012)
American Dental Partners Inc – JLL Partners, Inc. American Dental Partners, Inc. (February 9th, 2012)

NEW YORK, NY and WAKEFIELD, MA – February 9, 2012 – JLL Partners, Inc. (“JLL”) and American Dental Partners, Inc. (“ADPI” or the “Company”) (Nasdaq: ADPI) announced today that JLL, through its affiliated entities, completed its acquisition of the Company.

American Dental Partners Inc – AFFILIATED DENTIST FAQ (November 7th, 2011)
American Dental Partners Inc – Master Q&A (November 7th, 2011)
American Dental Partners Inc – AGREEMENT AND PLAN OF MERGER by and among JLL CROWN HOLDINGS, LLC, JLL CROWN MERGER SUB, INC. and AMERICAN DENTAL PARTNERS, INC. Dated as of November 4, 2011 (November 7th, 2011)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of November 4, 2011, by and among JLL Crown Holdings, LLC, a Delaware limited liability company (the “Buyer”), JLL Crown Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Dental Partners, Inc., a Delaware corporation (the “Company”).

American Dental Partners Inc – American Dental Partners, Inc. (November 7th, 2011)

WAKEFIELD, MASSACHUSETTS – November 7, 2011 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter ended September 30, 2011. The Company also issued a separate press release today announcing that it has entered into a definitive agreement to be acquired by funds affiliated with JLL Partners.

American Dental Partners Inc – TEAM MEMBER FAQ (November 7th, 2011)
American Dental Partners Inc – SECOND AMENDED AND RESTATED SERVICE AGREEMENT BETWEEN AMERICAN DENTAL PARTNERS OF WISCONSIN, LLC AND WISCONSIN DENTAL GROUP, S.C. Effective Date: October 24, 2011 (November 4th, 2011)

This Second Amended and Restated Service Agreement (the “Agreement”) is made effective October [__], 2011 (the “Effective Date”), between Wisconsin Dental Group, S.C., a Wisconsin service corporation, dba Forward Dental (“Provider”), and American Dental Partners of Wisconsin, LLC, a Delaware limited liability company (“Service Company”).

American Dental Partners Inc – SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (November 4th, 2011)

This amendment is made effective October 31, 2011, between Gregory A. Serrao (the “Executive”) and American Dental Partners, Inc., a Delaware corporation (the “Company”).

American Dental Partners Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (August 9th, 2011)

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 12, 2011 (this “Amendment”), modifies that certain Credit Agreement, dated as of May 7, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the date hereof, the “Credit Agreement”), among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto as Subsidiary Guarantors, each lender from time to time party thereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself and the other Lenders, and as the Letter of Credit Issuer and the Swing Line Lender. Capitalized terms used herein and not defined shall have the meaning assigned to such terms in the Credit Agreement.

American Dental Partners Inc – American Dental Partners, Inc. (July 25th, 2011)

WAKEFIELD, MASSACHUSETTS – July 25, 2011 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter ended June 30, 2011.

American Dental Partners Inc – American Dental Partners, Inc. (April 27th, 2011)

WAKEFIELD, MASSACHUSETTS – April 27, 2011 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter ended March 31, 2011.

American Dental Partners Inc – AMERICAN DENTAL PARTNERS, INC. 2005 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT (April 6th, 2011)

American Dental Partners, Inc., a Delaware corporation (the “Company”), has awarded to                                  (the “Participant”)              shares of the Company’s common stock, $.01 par value (the “Shares”), pursuant to the American Dental Partners, Inc. 2005 Equity Incentive Plan, as amended (the “Plan”). The Shares have been awarded as Performance Shares, as defined in the Plan (the “Award”), and the Award shall include and be subject to all provisions of the Plan, which is hereby incorporated herein by reference. The Award shall also be subject to the following provisions of this agreement:

American Dental Partners Inc – AMERICAN DENTAL PARTNERS, INC. 2005 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT (April 6th, 2011)

American Dental Partners, Inc., a Delaware corporation (the “Company”), has granted to                      (the “Participant”) an option (the “Option”) to purchase              shares of the Company’s common stock, $.01 par value (the “Shares”), for a purchase price of $             per Share (the “Option Price”). The Option has been granted pursuant to the American Dental Partners, Inc. 2005 Equity Incentive Plan, as amended (the “Plan”), and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference. The Option shall also be subject to the following provisions of this agreement:

American Dental Partners Inc – American Dental Partners, Inc. (March 2nd, 2011)

WAKEFIELD, MASSACHUSETTS – March 2, 2011 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter and twelve months ended December 31, 2010.

American Dental Partners Inc – American Dental Partners, Inc. (October 26th, 2010)

WAKEFIELD, MASSACHUSETTS – October 25, 2010 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter and nine months ended September 30, 2010.

American Dental Partners Inc – CREDIT AGREEMENT dated as of May 7, 2010 among AMERICAN DENTAL PARTNERS, INC., as Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, Letter of Credit Issuer and Swing Line Lender and BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC., and KEYBANK, NATIONAL ASSOCIATION as Co-Lead Arrangers and Joint Book Managers and RBS SECURITIES INC., and KEYBANK, NATIONAL ASSOCIATION as Syndication Agents and WELLS FARGO BANK, NATIONAL ASSOCIATION and TD SECURITIES as Co-Documentation Agents (August 5th, 2010)

THIS CREDIT AGREEMENT is entered into as of May 7, 2010, among (a) AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”); (b) the Subsidiaries (as hereinafter defined) of the Borrower from time to time party hereto as Subsidiary Guarantors (as hereinafter defined); (c) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (d) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and as the Letter of Credit Issuer and the Swing Line Lender (as each such term is hereinafter defined); (e) BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC., and KEYBANK NATIONAL ASSOCIATION, as co-lead arrangers and co-book managers (collectively, in such capacities, the “Co-Lead Arrangers”); (f) WELLS FARGO BANK, NATIONAL ASSOCIATION and TD SECURITIES (USA) LLC, as co-documentation agents (collectively, in such capacity, the “Co-Documentation Agents”) and (g) RBS CITIZENS, N.A. and KEYBANK NATIONAL ASSOCIATI

American Dental Partners Inc – American Dental Partners, Inc. (July 28th, 2010)

WAKEFIELD, MASSACHUSETTS – July 26, 2010 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter and six months ended June 30, 2010.

American Dental Partners Inc – American Dental Partners, Inc. (April 30th, 2010)

WAKEFIELD, MASSACHUSETTS – April 28, 2010 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter ended March 31, 2010.

American Dental Partners Inc – SECOND AMENDED AND RESTATED SERVICE AGREEMENT AMONG NORTHLAND DENTAL PARTNERS, PLLC FAMILY PERIODONTIC SPECIALISTS, P.L.C., FAMILY ORAL SURGERY SPECIALISTS, PLC, FAMILY ENDODONTIC SPECIALISTS, PLC and AMERICAN DENTAL PARTNERS OF MINNESOTA, LLC Effective Date: January 1, 2010 (March 12th, 2010)

This Second Amended and Restated Service Agreement (the “Agreement”) is made March 10, 2010, to be effective January 1, 2010 (the “Effective Date”), among Northland Dental Partners, PLLC, a Minnesota professional limited liability company (“Northland”), its wholly owned subsidiaries, Family Periodontic Specialists, P.L.C., Family Oral Surgery Specialists, PLC, and Family Endodontic Specialists, PLC, all Minnesota professional limited liability companies (the “Subsidiaries,” and with Northland, collectively “Provider”), and American Dental Partners of Minnesota, LLC, a Delaware limited liability company, as successor in interest to PDHC, Ltd., a Minnesota corporation (“Service Company”).

American Dental Partners Inc – AMENDMENT TO AMERICAN DENTAL PARTNERS, INC. 2005 EQUITY INCENTIVE PLAN, AS AMENDED (March 12th, 2010)

The American Dental Partners, Inc. 2005 Equity Incentive Plan (the “Plan”) is hereby amended pursuant to the following provisions:

American Dental Partners Inc – BUSINESS ASSOCIATE ADDENDUM (March 12th, 2010)

This Business Associate Addendum (the “Addendum”) is made effective January 1, 2010 among Northland Dental Partners, PLLC, a Minnesota professional limited liability company (“Northland”), its wholly owned subsidiaries, Family Periodontic Specialists, P.L.C., Family Oral Surgery Specialists, PLC, and Family Endodontic Specialists, PLC, all Minnesota professional limited liability companies (the “Subsidiaries,” and collectively with Northland, “Provider”), and American Dental Partners of Minnesota, LLC, a Delaware limited liability company (“Business Associate”).

American Dental Partners Inc – AMENDMENT TO AMERICAN DENTAL PARTNERS, INC. 2005 DIRECTORS STOCK OPTION PLAN, AS AMENDED (March 12th, 2010)

The American Dental Partners, Inc. 2005 Directors Stock Option Plan (the “Plan”) is hereby amended pursuant to the following provisions:

American Dental Partners Inc – BUSINESS ASSOCIATE ADDENDUM (March 12th, 2010)

This Business Associate Addendum (the “Addendum”) is made effective March 9, 2010 between Wisconsin Dental Group, S.C., a Wisconsin service corporation (“Provider”), and American Dental Partners of Wisconsin, LLC, a Delaware limited liability company (“Business Associate”).

American Dental Partners Inc – AMENDMENT NO. 3 TO AMERICAN DENTAL PARTNERS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN (March 12th, 2010)

The American Dental Partners, Inc. 1997 Employee Stock Purchase Plan, as previously amended by an Amendment dated February 27, 1998, and an Amendment dated February 25, 2000 (collectively, the “Plan”), is hereby amended pursuant to the following provisions:

American Dental Partners Inc – American Dental Partners, Inc. (February 24th, 2010)

WAKEFIELD, MASSACHUSETTS – February 24, 2010 – American Dental Partners, Inc. (NASDAQ: ADPI) announced financial results today for the quarter and year ended December 31, 2009.

American Dental Partners Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (November 16th, 2009)

This Amendment No. 1 to Credit Agreement (this “Amendment”) is dated as of November 13, 2009, by and among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto (collectively, the “Subsidiary Guarantors” and together with the Borrower, the “Credit Parties”), the lenders from time to time party to the Credit Agreement, as hereinafter defined (the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (the “Administrative Agent”).

American Dental Partners Inc – American Dental Partners, Inc. (November 16th, 2009)

WAKEFIELD, MASSACHUSETTS – November 16, 2009 – American Dental Partners, Inc. (NASDAQ: ADPI) announced today that it has entered into an agreement to acquire certain non-clinical assets of Christie Dental Practice Group, P.L. and Christie Dental Partners, Inc. (collectively, “Christie Dental”) and enter into a 40-year service agreement with Christie Dental Practice Group, P.L. The closing of the acquisition is expected to occur on or about December 1, 2009, at which time the service agreement will become effective. Christie Dental will be American Dental Partners’ first affiliation with a dental group practice in the state of Florida.

American Dental Partners Inc – American Dental Partners, Inc. (October 27th, 2009)

WAKEFIELD, MASSACHUSETTS – October 26, 2009 – American Dental Partners, Inc. (NASDAQ:ADPI) announced financial results today for the quarter and nine months ended September 30, 2009.

American Dental Partners Inc – FORM OF CREDIT AGREEMENT dated as of August 21, 2009 among AMERICAN DENTAL PARTNERS, INC., as Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as a Co-Lead Arranger and Administrative Agent and RBS SECURITIES INC., as a Co-Lead Arranger and BANC OF AMERICA SECURITIES LLC, as a Co-Lead Arranger BANK OF AMERICA, N.A., as Documentation Agent and RBS CITIZENS, N.A., as Syndication Agent $50,000,000 Revolving Facility $80,000,000 Term Loan Facility (August 26th, 2009)

THIS CREDIT AGREEMENT is entered into as of August 21, 2009 among the following: (i) AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) KEYBANK NATIONAL ASSOCIATION, as a co-lead arranger, sole bookrunner and administrative agent (the “Administrative Agent”); (iv) KBCM BRIDGE LLC, a Delaware limited liability company, as a Lender and the Swing Line Lender (as hereinafter defined); (v) RBS SECURITIES INC., as a co-lead arranger; (vi) BANK OF AMERICA, N.A., as documentation agent and a Lender; (vii) BANC OF AMERICA SECURITIES LLC, as a co-lead arranger, and (viii) RBS CITIZENS, N.A., as syndication agent and a Lender.

American Dental Partners Inc – 2,260,000 Shares AMERICAN DENTAL PARTNERS, INC. COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT (August 19th, 2009)
American Dental Partners Inc – FORM OF CREDIT AGREEMENT dated as of August [21], 2009 among AMERICAN DENTAL PARTNERS, INC., as Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as a Co-Lead Arranger and Administrative Agent and RBS SECURITIES INC., as a Co-Lead Arranger and BANC OF AMERICA SECURITIES LLC, as a Co-Lead Arranger BANK OF AMERICA, N.A., as Documentation Agent and RBS CITIZENS, N.A., as Syndication Agent $50,000,000 Revolving Facility $80,000,000 Term Loan Facility (August 18th, 2009)

THIS CREDIT AGREEMENT is entered into as of August [    ], 2009 among the following: (i) AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) KEYBANK NATIONAL ASSOCIATION, as a co-lead arranger, sole bookrunner and administrative agent (the “Administrative Agent”); (iv) KBCM BRIDGE LLC, a Delaware limited liability company, as a Lender and the Swing Line Lender (as hereinafter defined); (v) RBS SECURITIES INC., as a co-lead arranger; (vi) BANK OF AMERICA, N.A., as documentation agent and a Lender; (vii) BANC OF AMERICA SECURITIES LLC, as a co-lead arranger, and (viii) RBS CITIZENS, N.A., as syndication agent and a Lender.

American Dental Partners Inc – American Dental Partners, Inc. (July 28th, 2009)

WAKEFIELD, MASSACHUSETTS, July 27, 2009 - American Dental Partners, Inc. (NASDAQ:ADPI) announced financial results today for the quarter and six months ended June 30, 2009.