SECURITY AGREEMENT (PARENT)Security Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
This SECURITY AGREEMENT (this "Agreement"), dated as of December 15, 2004, is entered into by and between INTERDENT, INC., a Delaware corporation ("Debtor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral agent ("Collateral Agent"), for the holders of the Notes (as hereinafter defined), in light of the following:
STOCK PLEDGE AGREEMENT (SERVICE)Stock Pledge Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of December 15, 2004, is entered into by and between INTERDENT SERVICE CORPORATION, a Washington corporation ("Pledgor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral agent ("Collateral Agent"), for the holders of the Notes (as hereinafter defined), in light of the following:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of December 15, 2004 by and among (i) INTERDENT, INC., a Delaware corporation (the "Company"), (ii) Levine Leichtman Capital Partners II, L.P. ("LLCP"), Pleasant Street Investors, LLC ("PSLLC"; and collectively with LLCP, the "LL Entities"), and (iii) each other holder of an Equity Security (as defined below) of the Company now or hereafter existing (each a "Stockholder", and together with the LL Entities, the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • California
This Employment Agreement (this "Agreement"), is effective as of August 3, 2004, by and between InterDent, Inc., a Delaware corporation (the "Company"), and Robert W. Hill ("Employee").
REGISTRATION RIGHTS AGREEMENT by and among IDI ACQUISITION CORP., INTERDENT SERVICE CORPORATION, INTERDENT, INC. and JEFFERIES & COMPANY, INC. Dated as of December 15, 2004Registration Rights Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
This Registration Rights Agreement, dated as of December 15, 2004 (this "Agreement"), is entered into by and among (i) IDI Acquisition Corp., a Delaware corporation (the "Company"), and InterDent Service Corporation, a Washington corporation ("Service" and together with the Company, the "Issuers"), (ii) InterDent, Inc., a Delaware corporation, the owner of all of the capital stock of Service ("Parent"), and (iii) Jefferies & Company, Inc. (the "Initial Purchaser"), which has agreed to purchase the Issuers' 103/4% Senior Secured Notes due 2011 (the "Series A Notes") pursuant to the Purchase Agreement. Substantially concurrent with the issuance of the Series A Notes, the Company will be merged with and into Service (the "Merger") pursuant to an Agreement and Plan of Merger, between the Company, Service and Parent (the "Merger Agreement"). Service will survive the Merger and upon the filing of the appropriate Merger documents with the Delaware Secretary of State and Washington Secretary o
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among INTERDENT, INC. as Parent, INTERDENT SERVICE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and...Loan and Security Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of December 15, 2004, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders") and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), and, on the other hand, INTERDENT, INC., a Delaware corporation ("Parent"), and INTERDENT SERVICE CORPORATION, a Washington corporation ("Borrower"), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • California
This Employment Agreement (this "Agreement") is entered into by and between InterDent, Inc., a Delaware corporation (the "Company"), and Ivar S. Chhina (the "Executive") as of the Effective Date (as defined in Section 1 below).
INTERCREDITOR AGREEMENT dated as of December 15, 2004 among INTERDENT SERVICE CORPORATION, the Guarantors from time to time party hereto, WELLS FARGO FOOTHILL, INC., as Credit Agreement Agent under the Credit Agreement and Priority Lien Collateral...Intercreditor Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
This Intercreditor Agreement, dated as of December 15, 2004 (this "Agreement"), is entered into by and among InterDent Service Corporation, a Washington corporation ("Borrower"), the Guarantors (as defined below) from time to time party hereto, Wells Fargo Foothill, Inc., a California corporation, as Credit Agreement Agent (as defined below) and as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, "Priority Lien Collateral Agent"), and Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined below) and as collateral agent for the holder of the Notes (as defined below) (in such capacity and together with its successors in such capacity, "Collateral Agent").
TO BE MERGED WITH AND INTO INTERDENT SERVICE CORPORATION 103/4% SENIOR SECURED NOTES DUE 2011 PURCHASE AGREEMENTPurchase Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • New York
Substantially concurrent with the sale of the Notes, Service proposes to enter into a new or amended senior secured credit facility, by and among Service and Wells Fargo Foothill, Inc. ("Foothill") initially providing for up to $10.0 million of revolving credit borrowings by Service (the "Credit Facility"). The Issuers have agreed to secure the Notes by granting to Wells Fargo Bank, National Association, as collateral agent (the "Collateral Agent"), for the benefit of the holders of the Notes and the Trustee (collectively, the "Secured Parties"), security interests in or pledges of (the "Security Interests") the Collateral (as such term is defined in the Description of the Notes section of the Final Offering Circular (as defined below)). In connection with the execution and delivery of the Credit Facility, Service, Foothill, the Trustee and the Collateral Agent will enter into an Intercreditor Agreement, which shall be dated as of the Closing Date (as defined below) (the "Intercreditor
AMENDMENT NO. 1 to EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2005 • Interdent Inc • Services-misc health & allied services, nec • California
This AMENDMENT NO. 1, dated as of December 15, 2004 (the "Amendment No. 1") to the EMPLOYMENT AGREEMENT is by and between InterDent, Inc., a Delaware corporation (the "Company"), and Ivar S. Chhina (the "Executive").
