Castle Dental Centers Inc Sample Contracts

Castle Dental Centers Inc – NEWS RELEASE Castle Dental Centers 3701 Kirby Drive, Suite 550 Houston, TX 77098 (May 13th, 2004)

HOUSTON, May 12, 2004 — Castle Dental Centers, Inc. (OTC Bulletin Board: CASL.OB) today reported that it had net income of $740,000 (less than one cent per share) for the three months ended March 31, 2004, compared to net income of $462,000, $0.01 per share, in the first quarter of 2003. Revenues were $25.3 million for the first quarter 2004, $0.8 million, or 3.3%, higher than revenues of $24.5 million last year. Per share data is based on average fully diluted shares outstanding of 217.0 million shares in the first quarter 2004 compared to average fully diluted shares of 74.6 million in the first quarter 2003.

Castle Dental Centers Inc – Sentinel Capital Partners II, L.P. c/o Sentinel Capital Partners, L.L.C. (April 27th, 2004)

Reference is hereby made to the Agreement and Plan of Merger, dated as of April 25, 2004 (the “Merger Agreement”), by and among Bright Now! Dental, Inc., a Delaware corporation (“Parent”), Drawbridge Acquisitions, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Castle Dental Centers, Inc., a Delaware corporation (the “Company”). Defined terms that are used by not defined in this letter agreement (this “Letter Agreement”) shall have the meanings ascribed thereto in the Merger Agreement.

Castle Dental Centers Inc – AGREEMENT AND PLAN OF MERGER by and among BRIGHT NOW! DENTAL, INC. DRAWBRIDGE ACQUISITIONS, INC. and CASTLE DENTAL CENTERS, INC. APRIL 25, 2004 (April 27th, 2004)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2004, by and among Bright Now! Dental, Inc., a Delaware corporation (“Parent”), Drawbridge Acquisitions, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Castle Dental Centers, Inc., a Delaware corporation (the “Company”).

Castle Dental Centers Inc – NEWS RELEASE Castle Dental Centers 3701 Kirby Drive, Suite 550 Houston, TX 77098 (March 31st, 2004)

HOUSTON, March 30, 2004—Castle Dental Centers, Inc. (OTC Bulletin Board: CASL.OB) today reported that it earned net income of $4.1 million, or $0.02 cents per share, for the three months ended December 31, 2003, compared to a net loss of $3.2 million, or $0.04 per share, in the fourth quarter of 2002. Per share data for 2003 are based on average fully diluted shares outstanding of 217.3 million shares in the fourth quarter 2003 compared to average fully diluted shares of 74.1 million in the fourth quarter 2002. Net income in the fourth quarter of 2003 included a benefit for income taxes of $4.2 million related to the recognition of deferred tax assets that had previously been fully reserved.

Castle Dental Centers Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 30th, 2004)

This First Amendment to Employment Agreement (this “Amendment”) is entered into effective as of June 13, 2003, by and between John M. Slack (the “Executive”) and Castle Dental Centers, Inc., a Delaware corporation (the “Company”).

Castle Dental Centers Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 30th, 2004)

This First Amendment to Employment Agreement (this “Amendment”) is entered into on August 19, 2003, by and between Joseph P. Keane (the “Executive”) and Castle Dental Centers, Inc., a Delaware corporation (the “Company”).

Castle Dental Centers Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (November 14th, 2003)

This First Amendment to Employment Agreement (this “Amendment”) is entered into on August 20, 2003, by and between Joseph P. Keane (the “Executive”) and Castle Dental Centers, Inc., a Delaware corporation (the “Company”).

Castle Dental Centers Inc – NEWS RELEASE Castle Dental Centers 3701 Kirby Drive, Suite 550 Houston, TX 77098 (713) 490-8400 (OTC Bulletin Board: CASL.OB) For information contact: (November 13th, 2003)

HOUSTON, November 13, 2003—Castle Dental Centers, Inc. (OTC Bulletin Board: CASL.OB) today reported that it earned net income of $43,000, or zero cents per share, for the three months ended September 30, 2003, compared to net income of $13.4 million, including a gain on extinguishment of debt of $17.3 million, in the third quarter of 2002. Operating income was $686,000 in the third quarter 2003, $62,000 or 10% better than operating income of $624,000, excluding unusual charges, in the third quarter 2002. Patient revenues for the three-month period ending September 30, 2003, were $23.3 million, $2.7 million, or 10.3% lower than the same period last year. The lower revenues resulted from a decline of $1.7 million, or 6.6%, in same store revenues and the closing of five dental centers during the past year that reduced revenues by $1.0 million, or 3.7%. Lower same store revenues are attributed to decreased patient flow in most of the Company’s markets resulting from the planned reduction o

Castle Dental Centers Inc – GENERAL RELEASE AND SEVERANCE AGREEMENT (August 14th, 2003)
Castle Dental Centers Inc – SECURITIES PURCHASE AGREEMENT (August 14th, 2003)

THIS AGREEMENT dated as of June 13, 2003 between James M. Usdan, an individual (the “Seller”), Castle Dental Centers, Inc., a Delaware corporation (the “Company”), and Sentinel Capital Partners II, L.P., a Delaware limited partnership (“Sentinel”).

Castle Dental Centers Inc – NEWS RELEASE (June 20th, 2003)

HOUSTON, June 16, 2003—Castle Dental Centers, Inc. (OTC Bulletin Board: CASL.OB) today announced that James M. Usdan had resigned as President and Chief Executive Officer to pursue other interests.

Castle Dental Centers Inc – i Section 4.16. Taxes.......................................................... ......................49 Section 4.17. Intellectual Property................................................................49 Section 4.18. Solvency......................................................... ....................49 Section 4.19. Insurance................................. ...........................................49 Section 4.20. Brokers............ ..................................................................49 Section 4.21. Compliance with Laws...................................................... (May 29th, 2003)
Castle Dental Centers Inc – CASTLE DENTAL ANNOUNCES PROFITABLE FIRST QUARTER SAME STORE SALES IMPROVE COMPLETES FINANCIAL RESTRUCTURING HOUSTON, May 15, 2003 -- Castle Dental Centers, Inc. (OTC Bulletin Board: CASL.OB) today reported that it had net income of $462,000, $0.01 per share, for the three months ended March 31, 2003, its first quarterly profit in three years. This compares to a loss of $1.4 million for the same period last year, before a charge of $37.0 million recognized in the first quarter 2002 to reflect the cumulative effect of a change in accounting principle. Revenues were $24.5 million for the first qu (May 29th, 2003)
Castle Dental Centers Inc – i CASTLE DENTAL CENTERS, INC. 2002 STOCK OPTION PLAN ARTICLE I. GENERAL Section 1.1 Purpose. The purposes of this Stock Option Plan (the "Plan") are to: (1) associate the interests of the management of Castle Dental Centers, Inc. and its subsidiaries and affiliates (collectively referred to as the "Company") closely with the stockholders to generate an increased incentive to contribute to the Company's future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders; (2) provide management with a proprietary ownership interest in the Company commensura (August 5th, 2002)
Castle Dental Centers Inc – STOCKHOLDERS AGREEMENT Stockholders Agreement (this "Agreement") dated as of July 19, 2002, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), and (a) Banc of America Strategic Solutions, Inc., a Delaware corporation ("B of A"), FSC Corp., a Massachusetts corporation ("Fleet"), Amsouth Bank, a national banking association ("Amsouth") and Heller Financial, Inc., a Delaware corporation ("Heller"), as initial holders of the Bank Warrants (as defined below), (b) Heller and Midwest Mezzanine Fund II, L.P., a Delaware limited partnership ("Midwest"), as initial holders (August 5th, 2002)
Castle Dental Centers Inc – i Section 4.2 PC Personnel............................................. 10 Section 4.3 Professional Standards................................... 11 Section 4.4 Dental Services.......................................... 11 Section 4.5 Peer Review/Quality Assurance............................ 11 Section 4.6 PC's Insurance........................................... 12 Section 4.7 Name, Trademark.......................................... 12 Section 4.8 Peer Review.............................................. 12 Section 4.9 Records.................................................. 12 Section 4.10 I (April 16th, 2002)
Castle Dental Centers Inc – FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – NOTE PURCHASE AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – APPLICABLE, IN THAT CERTAIN SUBORDINATION AGREEMENT, OR ANY OTHER SUBORDINATION (May 22nd, 2000)
Castle Dental Centers Inc – STOCKHOLDERS AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – APPLICABLE, IN THAT CERTAIN SUBORDINATION AGREEMENT, OR ANY OTHER SUBORDINATION (May 22nd, 2000)
Castle Dental Centers Inc – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – REGISTRATION RIGHTS AGREEMENT (May 22nd, 2000)
Castle Dental Centers Inc – ASSET PURCHASE AGREEMENT (January 14th, 1999)
Castle Dental Centers Inc – SUBORDINATION AGREEMENT (January 14th, 1999)
Castle Dental Centers Inc – APPLICABLE, IN THAT CERTAIN SUBORDINATION AGREEMENT, OR ANY OTHER SUBORDINATION (January 14th, 1999)
Castle Dental Centers Inc – REGISTRATION RIGHTS AGREEMENT (January 14th, 1999)
Castle Dental Centers Inc – AMENDED AND RESTATED CREDIT AGREEMENT (January 14th, 1999)
Castle Dental Centers Inc – CREDIT AGREEMENT (April 14th, 1998)
Castle Dental Centers Inc – SUBORDINATION AGREEMENT (April 14th, 1998)
Castle Dental Centers Inc – MANAGEMENT AGREEMENT (April 14th, 1998)
Castle Dental Centers Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 1998)
Castle Dental Centers Inc – APPLICABLE, IN THAT CERTAIN SUBORDINATION AGREEMENT, OR ANY OTHER SUBORDINATION (April 14th, 1998)
Castle Dental Centers Inc – AGREEMENT (April 14th, 1998)