EXHIBIT AEmployment Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities • New York
RECITALS:Employment Agreement • August 12th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Tennessee
ARTICLE IOption Agreement • June 20th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.4Stockholders Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services • New York
Draft 9/20/96 9/24/96 9/30/96 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement") dated as of ___________, 1996 by and among Castle Dental Centers of New York, Inc., a New York corporation ("Castle"), American Medical and Life Insurance...Services Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities • New York
EXHIBIT 10.22 January 28, 2000 To the Parties on the Signature Page Re: Castle Dental Centers of California, L.L.C. Ladies & Gentlemen: The purpose of this letter is to set forth certain agreements among Castle Dental Centers of California, L.L.C., a...Limited Liability Company Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities
WITNESSETH:Shareholders' Agreement • April 14th, 1998 • Castle Dental Centers Inc • Services-nursing & personal care facilities
Exhibit10.13 SETTLEMENT AGREEMENT THIS AGREEMENT dated as of the 12th day of June, 2002, is between Jack H. Castle, D.D.S., an individual who resided in Harris County, Texas, and the Estate of Jack H. Castle, D.D.S. (collectively, the "Seller"),...Settlement Agreement • August 5th, 2002 • Castle Dental Centers Inc • Services-management services • Texas
Exhibit 10.4 NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR THE COMMON STOCK...Castle Dental Centers Inc • August 5th, 2002 • Services-management services • Illinois
EXHIBIT 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into on May 15, 2003 (the "Effective Date"), by and between James M. Usdan (the "Executive") and Castle Dental Centers, Inc., a Delaware corporation (the...Employment Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services • Texas
RECITALSCredit Agreement • June 20th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.19 ASSET PURCHASE AGREEMENT Dated as of May 19, 1996Asset Purchase Agreement • June 20th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Florida
ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 30, 1998 BY AND AMONG CASTLE DENTAL CENTERS OF TEXAS, INC., AS PURCHASER, CASTLE DENTAL CENTERS, INC., AS CASTLE DENTAL, JACK H. CASTLE, D.D.S., P.C., AS CASTLE PC, AND DCA LIMITED PARTNERSHIP, L.L.P.,...Asset Purchase Agreement • January 14th, 1999 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.27 FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT This FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT ("AMENDMENT") is dated as of May 19, 2000, and is entered into by and among CASTLE DENTAL CENTERS, INC., a...Note Purchase Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities
EXHIBIT 99.4 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 14th, 1999 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
RECITALSRegistration Rights Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Illinois
RECITALS:Consulting Agreement • June 20th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
Doc. No. 13 CASTLE DENTAL CENTERS, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement ("Option Agreement") is between Castle Dental Centers, Inc., a Delaware corporation (the "Company"), and David North ("Optionee"), who agree...Incentive Stock Option Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities
EXHIBIT 10.3Registration Rights Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services • New York
Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 5th, 2002 • Castle Dental Centers Inc • Services-management services • Texas
EXHIBIT 10.21 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT to AMENDED AND RESTATED CREDIT AGREEMENT (this "THIRD Amendment") executed effective as of January 31, 2000 (the "EFFECTIVE DATE"), is by and among CASTLE...Credit Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
AMONGExchange Agreement • August 5th, 2002 • Castle Dental Centers Inc • Services-management services • Illinois
EXHIBIT 10.26Credit Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
Exhibit A SECURITIES PURCHASE AGREEMENT 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...Securities Purchase Agreement • June 30th, 2003 • Castle Dental Centers Inc • Services-management services • New York
EXHIBIT 10.45 AGREEMENT AND PLAN OF MERGER Dated as of December 8, 1997Agreement and Plan of Merger • March 31st, 1998 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.17 MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN CASTLE DENTAL CENTERS OF FLORIDA, INC., A FLORIDA CORPORATIONManagement Services Agreement • April 15th, 2003 • Castle Dental Centers Inc • Services-management services • Florida
FIRST AMENDMENT TO CREDIT AGREEMENT BY AND AMONG CASTLE DENTAL CENTERS, INC., as Borrower, CASTLE DENTAL CENTERS OF FLORIDA, INC., CASTLE DENTAL CENTERS OF TENNESSEE, INC., CASTLE DENTAL CENTERS OF TEXAS, INC., and JHCDDS, INC. as Guarantors,...Credit Agreement • March 31st, 1998 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.7 ------------------------------------------------------------------ -------------- AMENDMENT AND TERMINATION OF REGISTRATION RIGHTS AGREEMENT ----- ---------------------------------------------------------------------------Registration Rights Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services • Delaware
RECITALSForbearance Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 14th, 1998 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Texas
EXHIBIT 10.77 AMENDMENT NO. 1 TO DEFERRED COMPENSATION AGREEMENT This Amendment No. 1 to Deferred Compensation Agreement, dated June 16, 1997 (the "Amendment"), by and between Castle Dental Centers, Inc. (the "Company") and Jack H. Castle, D.D.S....Deferred Compensation Agreement • June 20th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities
EXHIBIT 10.84 OPTION AGREEMENT This Option Agreement (the "Agreement") is by and among CASTLE DENTAL CENTERS, INC., a Delaware corporation ("Castle"), CASTLE DENTAL CENTERS OF FLORIDA, INC., a Florida corporation ("CDC-Florida"), FIRST DENTAL CARE,...Option Agreement • August 12th, 1997 • Castle Dental Centers Inc • Services-nursing & personal care facilities
Draft 9/20/96 9/24/96 9/30/96 10/4/96 MARKETING AGREEMENT THIS MARKETING AGREEMENT (the "Agreement") dated as of ___________, 1996 by and among Castle Dental Centers of New York, Inc., a New York corporation ("Castle"), Castle Dental Centers, Inc., a...Marketing Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities • New York
EXHIBIT 10.12 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT dated as of May 14, 2003, between Banc of America Strategic Solutions, Inc., a Delaware corporation ("BofA"), FSC Corp., a Massachusetts corporation ("FSC"), and Amsouth Bank, an...Warrant Purchase Agreement • May 29th, 2003 • Castle Dental Centers Inc • Services-management services • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME, EXCEPT UPON (1) SUCH...Castle Dental Centers Inc • April 14th, 1998 • Services-nursing & personal care facilities
