ADPI American Dental Partners, Inc. (MM)

On September 25, 2007, American Dental Partners, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to the Amended and Restated Credit Agreement dated February 22, 2005, as previously modified, among the Company and its Subsidiaries that are parties thereto, KeyBank National Association (“KeyBank”), and other financial institutions party thereto (as amended and modified, the “Credit Agreement”). Capitalized terms used and not otherwise defined are as defined in the Amendment.

The Amendment modifies certain provisions of the Credit Agreement, including without limitation, (i) increasing the total current commitment under the Credit Agreement by $55 million to $130 million, (ii) increasing the incremental facility permitted under the Credit Agreement by $25 million to $45 million, (iii) extending the term of the Credit Agreement to September 24, 2012, (iv) reducing the Commitment Fee and Applicable Margin, (v) changes to certain of the financial and other covenants, including the required leverage ratio and limitation on capital expenditures, and (vi) certain other changes to permit the acquisition of capital stock of Metropolitan Dental Holdings, Inc. and the incurrence of additional indebtedness to fund such acquisition. Participating banks in the revolving credit facility include KeyBank National Association, RBS Citizens N.A., JPMorgan Chase Bank, N.A., and TDBanknorth, N.A.

On September 25, 2007, the Company also entered into a Term Loan Agreement dated September 25, 2007, (the “Term Loan”) with KBCM Bridge LLC (“KBCM”) in the amount of $100 million to finance the purchase price of its acquisition of the outstanding capital stock of Metropolitan Dental Holdings, Inc., a Delaware corporation, pursuant to the terms of the Stock Purchase Agreement dated September 25, 2007, described below. The Term Loan maturity date is September 24, 2008. Interest on borrowings under the Term Loan is either at prime or LIBOR plus a margin, at our option. The margin for the first 90 days following the closing is 50 basis points and commencing on the 90 ^th day after closing and each 90 days thereafter, will be increased by 50 basis points. At September 25, 2007, the LIBOR interest rate under the Term Loan, including borrowing margin, was approximately 6.39% and the prime rate interest rate under the Term Loan, including the borrowing margin, was approximately 7.75%. We are also required to comply with financial and other covenants, including minimum net worth, leverage and fixed charge coverage ratios and maximum capital expenditure as defined in the Term Loan. Participants in the Term Loan include KBCM Bridge LLC and RBS Citizens N.A.

On September 25, 2007, in connection with the acquisition of the outstanding capital stock of Metropolitan Dental Holdings, Inc. (as described in Item 2.01 hereof), Metro Dentalcare, PLC entered into a 40-year service agreement with Metropolitan Dental Management, Inc., a wholly-owned subsidiary of Metropolitan Dental Holdings, Inc.