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GRMH > SEC Filings for GRMH > Form 8-K on 1-Nov-2012All Recent SEC Filings

Show all filings for GRAYMARK HEALTHCARE, INC.



Entry into a Material Definitive Agreement, Creation of a Direct Financ

Item 1.01. Entry into a Material Definitive Agreement.

On October 26, 2012, Graymark Healthcare, Inc. (the "Company") and certain of its subsidiaries entered into the Third Amendment ("Amendment") to Amended and Restated Loan Agreement (the "Loan Agreement") with Arvest Bank ("Arvest") and Oliver Company Holdings, LLC, Roy T. Oliver, Stanton Nelson, and the Roy T. Oliver Revocable Trust (the "Guarantors"). The Amendment amended certain provisions of the Loan Agreement in connection with the Company's potential acquisition (the "Foundation Transaction") of the membership interests of Foundation Surgery Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC ("Foundation").

The Amendment amended the Loan Agreement to clarify that Foundation and any of its subsidiaries would not be deemed borrowers under the Loan Agreement or subject to certain covenants under the Loan Agreement and that the assets and membership interests in Foundation and its subsidiaries will not be collateral under the Loan Agreement or pledged to Arvest. In addition, the Amendment
(i) permits the Company to receive inter-company loans and advances from Foundation for the purpose of paying the Company's operating expenses and satisfying obligations to Arvest provided such advances are subordinate to obligations to Arvest and do not violate any other credit facility or agreement to which Foundation is bound and (ii) permits the Company to make limited contributions to Foundation.

A copy of the Amendment is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the Amendment is qualified in its entirety by reference to the exhibits filed herewith.

For more information on the Foundation Transaction, see Item 8.01 below.

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 in Item 1.01 above concerning the Amendment is incorporated herein by this reference.

Item 8.01. Other Information.

On August 13, 2012, the Company entered into that certain Membership Interest Purchase Agreement (the "Purchase Agreement") among Graymark Healthcare, Inc., TSH Acquisition, LLC and Foundation Healthcare Affiliates, LLC which was subsequently amended on September 29, 2012. Despite diligent efforts by the parties to the Purchase Agreement, the parties have been unable to obtain all third party consents needed to consummate the Foundation Transaction. The Company does not expect to be able to consummate the Foundation Transaction in substantially the form described in the Purchase Agreement. The Company has informed The Nasdaq Stock Market that it did not consummate the Foundation Transaction within the expected time outlined in its plan of compliance, and as a result, the Company expects it will shortly receive a notice from the Nasdaq Hearings Panel that the Company's common stock will be suspended from trading and delisted from The Nasdaq Capital Market.

The parties to the Purchase Agreement are currently discussing alternative structures to allow all or part of the transaction to be consummated, though there is no assurance that a transaction can be consummated with an alternative structure or at all.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

10.1              Third Amendment to Amended and Restated Loan Agreement by and
                  among Graymark Healthcare, Inc., SDC Holdings, LLC, ApothecaryRx,
                  LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M.
                  Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable
                  Trust dated June 15, 2004, and Arvest Bank.

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