Item 1.01 Entry into a Material Definitive Agreement.
On December 11, 2008, National Dentex Corporation ("National Dentex") and its
wholly-owned subsidiaries entered into Amendment No. 4 to the Second Amended and
Restated Loan Agreement (the "Amendment") with Bank of America, N.A. ("Bank of
America") that further amended the Second Amended and Restated Loan Agreement
with Bank of America, dated November 7, 2006, as amended (the "Second
Agreement"). The purpose of the Amendment was to: (i) extend the maturity date
of the revolving line of credit to November 7, 2011 from the previous maturity
date of November 7, 2009, making it coterminous with the existing term loan;
(ii) amend certain interest rate terms and definitions, which included an
increase in the applicable margins; and (iii) amend and restate certain
financial covenants, including the definition of "maximum consolidated total
funded debt to consolidated EBITDA", which increased this allowable ratio for
2009. There were no other material changes to the Second Agreement.
The text of the Amendment is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 with respect to the Amendment
is hereby incorporated by reference into this Item 2.03
Item 7.01 Regulation FD Disclosure
On December 16, 2008, National Dentex issued a press release with respect to
the Amendment described in Item 1.01 of this Current Report on Form 8-K. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment No. 4 to Second Amended and Restated Loan Agreement by and
among Bank of America, N.A., National Dentex Corporation and the
subsidiaries of National Dentex Corporation therein named dated as of
December 11, 2008
99.1 National Dentex Corporation press release dated December 16, 2008
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