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Exhibit 10.79
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of November 14, 1996 (this
"Agreement"), among each of the undersigned (each a "Pledgor" and, collectively,
the "Pledgors") and AP LOM LLC ("Pledgee").
W I T N E S S E T H:
WHEREAS, NextHealth, Inc. (the "Borrower") and Pledgee have
entered into a Credit Agreement, dated as of November 14, 1996 (as amended,
modified or supplemented from time to time, the "Credit Agreement"), pursuant to
which Pledgee has agreed to make certain Loans to the Borrower;
WHEREAS, pursuant to the Guaranty, each Pledgor (other than
the Borrower) has jointly and severally guaranteed to the Pledgee the payment
when due of all obligations and liabilities of the Borrower under or with
respect to the Credit Agreement;
WHEREAS, it is a condition precedent to the making of Loans to
the Borrower under the Credit Agreement that each Pledgor shall have executed
and delivered to the Pledgee this Agreement; and
WHEREAS, each Pledgor desires to execute this Agreement to
satisfy the condition precedent described in the preceding paragraph;
NOW, THEREFORE, in consideration of the benefits accruing to
each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor makes the following representations and warranties to the Pledgee and
hereby covenants and agrees with the Pledgee as follows:
1. Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such terms in the Credit
Agreement. References to this "Agreement" shall mean this Pledge Agreement as
the same may be in effect at the time such reference becomes operative,
including all amendments, modifications and supplements hereto and any exhibits
or schedules to any of the foregoing.
2. Pledge. In order to secure the full and prompt payment when
due (whether at stated maturity, by acceleration or otherwise) of all
obligations and liabilities of such Pledgor, now existing or hereafter incurred
under, arising out of or in connection with any Loan Document to which it is a
party and the due performance and compliance by such Pledgor with the terms of
each such Loan Document (the "Obligations"), each Pledgor hereby pledges,
assigns, grants a security interest in, transfers and delivers unto Pledgee each
of the following (the "Collateral"):
(a) all of such Pledgor's right, title and interest in and to
all shares (the "Pledged Shares") of capital stock described in Schedule I
hereto and the certificates, if any, representing the Pledged Shares, and all
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares;
(b) all additional shares (the "Additional Shares") of capital
stock at any time or from time to time acquired by such Pledgor in any manner
(including, without limitation, any shares of preferred stock and the
certificates, if any, representing such Additional Shares), and all dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
shares;
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(c) all other rights appurtenant to the property described in
clauses (a) and (b) above (including, without limitation, voting rights); and
(d) all cash and noncash proceeds of any and all of the
foregoing.
Certificates representing the Pledged Shares set forth on Schedule I hereto,
accompanied by proper instruments of assignment duly executed in blank by each
Pledgor, are herewith delivered to Pledgee. Promptly upon each Pledgor's
acquisition of any Additional Shares, such Pledgor will (i) deliver proper
instruments of assignment duly executed in blank by such Pledgor together with
any certificates representing such Additional Shares, whereupon such Additional
Shares shall be Pledged Shares; and (ii) amend Schedule I to include such
Additional Shares.
3. Representations and Warranties. Each Pledgor hereby
represents and warrants to Pledgee that as of the date hereof, and agrees that
each delivery of Additional Shares shall constitute a representation and
warranty that as of the date thereof:
(a) Such Pledgor is the sole holder of record and beneficial
owner of the Pledged Shares set forth on Schedule I hereto, free and clear of
any pledge, hypothecation, assignment, lien, charge, claim, security interest,
option, preference, priority or other preferential arrangement of any kind or
nature whatsoever ("Lien") thereon or affecting the title thereto.
(b) The Pledged Shares have been duly authorized and validly
issued by each of the respective issuers set forth in Schedule I, and are fully
paid and non-assessable, and such Pledgor has the right and all requisite
corporate authority to pledge, assign, grant a security interest in, transfer
and deliver the Collateral to Pledgee as provided herein.
(c) This Agreement has been duly authorized, executed and
delivered by such Pledgor and constitutes the legal, valid and binding
obligation of such Pledgor, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity.
(d) No consent, approval, authorization or other order of any
Person is required for (i) the execution and delivery of this Agreement or the
delivery of the Collateral to Pledgee as provided herein, or (ii) for the
exercise by Pledgee of the voting or other rights provided for in this Agreement
or the remedies in respect of the Collateral pursuant to this Agreement, except
as may be required in connection with the disposition of the Collateral by laws
affecting the offering and sale of securities generally.
(e) The chief executive office of such Pledgor is set forth
opposite its signature below. Such Pledgor has no trade name.
(f) Upon the delivery to Pledgee of the certificates
representing the Pledges Shares, Pledgee will have a valid and perfected first
priority security interest therein subject to no prior Lien.
The representations and warranties set forth in this Section 3
shall survive the execution and delivery of this Agreement.
4. Rights of Pledgors. Unless an Event of Default shall have
occurred and be continuing:
(a) Each Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Shares or any part
thereof for any purpose not inconsistent with the terms of this Agreement or the
Credit Agreement; provided, that such Pledgor shall not exercise or refrain from
exercising such right if, in such Pledgee's judgment, such action could
reasonably be expected to have a material adverse effect on the value of the
Pledged Shares or any part thereof, and provided, further, that such Pledgor
shall give Pledgee at
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least five days' prior written notice of the manner in which it intends to
exercise, or the reasons for refraining from exercising, any such right.
(b) Each Pledgor shall be entitled, from time to time, to
collect and receive for its own use all cash dividends (except cash dividends
paid or payable in respect of the total or partial liquidation of an issuer or
such other distribution in return of capital) paid on the Pledged Shares;
provided, however, that until actually paid, all rights to such dividends shall
remain subject to the Lien of this Agreement. All dividends (other than cash
dividends governed by the immediately preceding sentence) and all other
distributions in respect of any of the Collateral, whenever paid or made, shall
be delivered to Pledgee and held by it subject to the Lien created by this
Agreement.
5. Covenants. Each Pledgor covenants and agrees that until the
termination of this Agreement:
(a) Such Pledgor will not, without the prior written consent
of Pledgee, sell, assign, transfer, mortgage, pledge or otherwise encumber any
of its rights in or to the Collateral or any dividends or other distributions or
payments with respect thereto or xxxxx x Xxxx on any thereof.
(b) Such Pledgor will, at its own expense, execute,
acknowledge and deliver all such instruments and take all such action as Pledgee
from time to time may reasonably request in order to ensure to Pledgee the
benefits of the first priority Lien on and to the Collateral intended to be
created by this Agreement.
(c) Such Pledgor will defend the title to the Collateral and
the Lien of Pledgee thereon against the claim of any Person claiming against or
through such Pledgor and will maintain and preserve such Lien so long as this
Agreement shall remain in effect.
(d) Unless such Pledgor shall have given Pledgee not less than
30 days' prior notice thereof, such Pledgor will not change (i) its name,
identity or corporate structure in any manner or (ii) the location of its chief
executive office.
6. Remedies.
(a) Upon the occurrence of an Event of Default, then or at any
time during the continuance of such occurrence, Pledgee is hereby authorized and
empowered, at its election, (i) to transfer and register in its or its nominee's
name the whole or any part of the Collateral, (ii) to exercise all voting rights
with respect thereto, (iii) to demand, xxx for, collect, receive and give
acquittance for any and all cash dividends or other distributions or monies due
or to become due upon or by virtue thereof, and to settle prosecute or defend
any action or proceeding with respect thereto, (iv) to sell in one or more sales
the whole or any part of the Collateral or otherwise to transfer or assign the
same, applying the proceeds therefrom to the payment of the Obligations in such
order as Pledgee shall determine, and (v) otherwise to act with respect to the
Collateral or the proceeds thereof as though Pledgee were the outright owner
thereof, each Pledgor hereby irrevocably constituting Pledgee as its proxy and
attorney-in-fact, with full power of substitution to do so.
(b) Pledgee shall give each Pledgor not less than ten days'
prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral except any Collateral that is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market. Such Pledgor agrees that such notice constitutes "reasonable
notification" within the meaning of Section 9-504(3) of the Uniform Commercial
Code. Any sale shall be made at a public or private sale at Pledgee's place of
business, or at any public building in The City of New York to be named in the
notice of sale, either for cash or upon credit or for future delivery at such
price as Pledgee may deem fair, and, to the extent permitted by applicable law,
Pledgee may be the purchaser of the whole or any part of the Collateral so sold
and hold the same thereafter in its own right free from any claim of such
Pledgor or any right or equity of redemption, which right or equity is hereby
waived and released. Each sale shall be made to the highest bidder, but Pledgee
reserves the right to reject any and all bids at such sale which, in its sole
discretion, it shall deem inadequate. Except as otherwise herein specifically
provided for, demands
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of performance, notices of sale, advertisements and the presence of property at
sale are hereby waived and any sale hereunder may be conducted by an auctioneer
or any officer of agent of Pledgee.
(c) If, at the original time or times appointed for the sale
of the whole or any part of the Collateral, either (i) the highest bid, if there
be but one sale, shall be inadequate to discharge in full all the Obligations,
or (ii) if the Collateral be offered for sale in lots, if at any of such sales
the highest bid for the lot offered for sale would indicate to Pledgee in its
sole discretion the unlikelihood of the proceeds of the sales of the whole of
the Collateral being sufficient to discharge all the Obligations, then in either
such event Pledgee may, on one or more occasions, postpone any of said sales by
public announcement at the time of sale. In the event of any such postponement,
Pledgee shall give such Pledgor notice of such postponement.
(d) If, following an Event of Default, Pledgee, in its sole
discretion, determines that it is necessary or advisable to effect a public
registration of all or part of the Collateral pursuant to the Securities Act of
1933, as amended (the "Act"), then each Pledgor shall use its best efforts to
cause the issuer or issuers of the Pledged Shares contemplated to be sold, to
execute and deliver, and cause the directors and officers of such issuer to
execute and deliver, all at such Pledgor's expense, all such instruments and
documents, and to do or cause to be done all such other acts and things as may
be necessary or, in the reasonable judgment of Pledgee, advisable to register
such shares under the provisions of the Act and to cause the registration
statement relating thereto to become effective and to remain effective for a
period of 9 months from the initial effective date thereof, and to make all
amendments thereto or to the related prospectus or both that, in the reasonable
judgment of Pledgee, are necessary or advisable, all in conformity with the
requirements of the Act and the rules and regulations promulgated thereunder.
Such Pledgor agrees to use its best efforts to cause such issuer or issuers to
(i) comply with the provisions of the securities or "Blue Sky" laws of any
jurisdiction designated by Pledgee and (ii) make available to its security
holders, as soon as practicable, an earnings statement that will satisfy the
provisions of Section 11(a) of the Act.
(e) All expenses incurred in complying with Section 6(d),
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the National Association of Securities Dealers,
Inc.), printing expenses, fees and disbursements of counsel for each Pledgor or
for the issuers of the Pledged Shares, the reasonable fees and expenses of
counsel for Pledgee, expenses of any special audits incident to or required by
any such registration and expenses of complying with the securities or blue sky
laws or any jurisdictions, shall be paid by such Pledgor.
(f) If, at any time when Pledgee shall determine to exercise
its right to sell the whole or any part of the Collateral hereunder, such
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Act, Pledgee may, in its sole and absolute
discretion (subject only to applicable requirements of law), sell such
Collateral or part thereof by private sale in such manner and under such
circumstances as Pledgee may deem necessary or advisable, but subject to the
other requirements of this Section 6, and shall not be required to effect such
registration or to cause the same to be effected. Without limiting the
generality of the foregoing, in any such event Pledgee in its sole and absolute
discretion may (a) proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Collateral or part
thereof could be or shall have been filed under the Act (or similar statute),
(b) approach and negotiate with a single possible purchaser to effect such sale,
(c) restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment and not with a view
to the distribution or sale of such Collateral or part thereof, and (d) require
that any sale hereunder (including a sale at auction) be conducted subject to
restrictions (i) as to the financial sophistication and ability of any Person
permitted to bid or purchase at sale, (ii) as to the content of legends to be
placed upon any certificates representing the Collateral sold in such sale,
including restrictions on fixture transfer thereof, (iii) as to the
representations required to be made by each Person bidding or purchasing at such
sale relating to that Person's access to financial information about the
relevant Pledgor, any of the issuers of the Pledged Shares or Pledgee, such
Person's intentions as to the holding of the Collateral so sold for investment,
for its own account, and not with a view to the distribution thereof, and (iv)
as to such other matters as Pledgee may, in its sole discretion, deem necessary
or appropriate in order that such sale (notwithstanding any failure so to
register) may be effected in compliance with the Uniform Commercial Code and
other laws affecting the enforcement of creditors' rights and the Act (or
similar statute) and all applicable state securities laws. Each Pledgor
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will execute and deliver such documents and take such other action as Pledgee
deems necessary or advisable in order that any such sale may be made in
compliance with law.
(g) Each Pledgor acknowledges that: (i) any sale under the
circumstances described in this Section 6 shall be deemed to have been held in a
manner which is commercially reasonable, and (ii) notwithstanding the legal
availability of a private sale or a sale subject to restrictions of the
character described above, Pledgee may, in its sole discretion, elect to seek
registration of the Collateral under the Act (or similar statute or any
applicable state securities laws) in accordance with its rights under this
Section 6. In the event of any such sale under the circumstances described in
this Section 6, Pledgee shall incur no responsibility or liability for selling
the whole or any part of the Collateral at a price which Pledgee may deem
reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sales were deferred until
after registration as aforesaid. Each Pledgor hereby further acknowledges that
any sale of any of the Collateral which has not been registered under the Act
may be for a price less that which might have been obtained had the Collateral
been registered under the Act.
(h) Each Pledgor agrees that it will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of the whole or
any part of the Collateral or the possession thereof by any purchaser at any
sale hereunder, and each Pledgor waives the benefit of all such laws to the
extent it lawfully may do so. Each Pledgor agrees that it will not interfere
with any right, power and remedy of Pledgee provided for in this Agreement or
now or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Pledgee of any one or more such rights,
powers or remedies. No failure or delay on the part of Pledgee to exercise any
such right, power or remedy, and no notice or demand which may be given to or
made upon any Pledgor by Pledgee with respect to any such remedies, shall
operate as a waiver thereof, or limit or impair Pledgee's right to take any
action or to exercise any power or remedy hereunder without notice or demand, or
prejudice its rights as against such Pledgor in any respect.
(i) Each Pledgor jointly and severally agrees to indemnify and
hold harmless Pledgee and each Person who controls Pledgee within the meaning of
either the Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act") against any and all losses, claims, damages or liabilities, joint or
several, to which Pledgee or such Person may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Collateral as originally filed or in any
amendment thereof, or in any preliminary prospectus or the prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that no
Pledgor will be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to such
Pledgor by or on behalf of Pledgee specifically for use in connection with the
preparation thereof.
7. Exoneration of Pledgee. Other than the exercise of
reasonable care in the custody and preservation of the Collateral, Pledgee shall
have no duty with respect thereto. Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property, and shall not be liable or responsible for
any loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any agent or bailee selected by
Pledgee in good faith.
8. Waiver. No delay on Pledgee's part in exercising any power
of sale or other right hereunder, and no notice or demand which may be given to
or made upon any Pledgor by Pledgee with respect to
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any power of sale or other right hereunder, shall constitute a waiver thereof,
or limit or impair Pledgee's right to take any action or to exercise any power
of sale or any other right hereunder, without notice or demand, or prejudice
Pledgee's rights as against such Pledgor in any respect.
9. Assignment. Neither party may assign its rights under this
agreement, except that in the event of assignment by Pledgee of its rights under
the Credit Agreement in accordance therewith, the party to whom such assignment
is made shall be entitled to Pledgee's rights hereunder.
10. Termination. At such time as (a) all Obligations have been
fully satisfied and no Note is outstanding and (b) the Credit Agreement shall
have been terminated, Pledgee shall deliver to such Pledgor the Collateral at
the time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the Lien hereof and all of such
Pledgor's obligations hereunder shall thereupon terminate. When so released,
such Collateral shall be free and clear of any lien or encumbrance hereunder.
11. Release. Each Pledgor consents and agrees that Pledgee may
at any time, or from time to time, in Pledgee's sole discretion, exchange,
release and/or surrender all or any of the Collateral, or any part(s) thereof,
by whomever deposited, which is now or may hereafter be held by Pledgee in
connection with all or any of the Obligations; all in such manner and upon such
terms as Pledgee may deem proper, and without notice to or further assent from
such Pledgor, it being hereby agreed that such Pledgor shall be and remain bound
by this Agreement, irrespective of the existence, value or condition of any
collateral and notwithstanding (i) any such exchange, release and/or surrender
and/or (ii) any settlement, compromise, surrender, release, renewal or extension
of any or all of the Obligations, and/or (iii) that the Obligations may at any
time or from time to time exceed the aggregate principal amount outstanding
pursuant to the Credit Agreement.
12. Expenses. Each Pledgor jointly and severally agrees to
reimburse Pledgee for all expenses (including reasonable expenses for legal
services of every kind) of, or incidental to the preparation or enforcement of
any of the provisions of, this Agreement or any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement of any of the
Collateral and for the care of the Collateral and defending or asserting the
rights and claims of Pledgee in respect of the Collateral, by litigation or
otherwise, including but not limited to expenses of insurance and the fees and
expenses of counsel for Pledgee. All such expenses shall be deemed additional
Obligations.
13. Miscellaneous.
(a) Pledgee may execute any of its duties hereunder by or
through agents or employees. Pledgee may consult with legal counsel and any
action taken or suffered in good faith in accordance with the advice of such
counsel shall be fall justification and protection to it.
(b) Neither Pledgee nor any of its officers, directors,
employees, agents or counsel shall be liable for any action lawfully taken or
omitted to be taken by it or them hereunder or in connection herewith, except
for their own gross negligence or willful misconduct and Pledgee shall not be
liable for any error of judgment made by it in good faith.
(c) This Agreement shall be binding upon each Pledgor and its
successors and assigns, and shall inure to the benefit of, and be enforceable
by, Pledgee and its successors, transferees and assigns. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended except
in writing duly signed for and on behalf of Pledgee and each Pledgor directly
affected thereby.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE.
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(e) Each Pledgor hereby consents to the jurisdiction of any
state or federal court located within New York County, New York, and waives
personal service or any and all process upon such Pledgor, and consents that all
such service of process be made by registered mail directed to such Pledgor at
the address stated in section 15 hereof and service so made shall be deemed to
be completed five (5) Business Days after the same shall have been deposited in
the United States mails, postage prepaid.
To the extent permitted by law, each Pledgor waives trial by jury and waives any
objection to venue of any action instituted hereunder.
14. Further Assurances, Pledgee May Perform.
(a) At each Pledgor's expense, such Pledgor will do all such
acts, and will furnish to Pledgee all such financing statements, certificates,
legal opinions and other documents and will do or cause to be done all such
other things as Pledgee may reasonably request from time to time in order to
give full effect to this Agreement and to secure the rights intended to be
granted to Pledgee hereunder. To the extent permitted by applicable law, each
Pledgor hereby authorizes Pledgee to execute and file, in the name of such
Pledgor or otherwise, Uniform Commercial Code financing statements (which may be
photocopies of this Agreement) which Pledgee in its sole discretion may deem
necessary or appropriate.
(b) If any Pledgor fails to perform any act required by this
Agreement, Pledgee may perform, or cause performance of, such act, and the
expenses of Pledgee incurred in connection therewith shall be governed by
Section 12 hereof.
15. Notices. Except as otherwise provided herein, any notice
required hereunder shall be in writing, and shall be deemed to have been validly
served, given or delivered upon receipt after transmittal by hand or by Federal
Express or similar service, or five business days after deposit in the United
States mails, registered first class mail, with proper postage prepaid, and
addressed to the party to be notified at the following addresses (or such other
address as such party shall designate in a notice delivered to the other party
hereunder):
(a) If to Pledgee, at
AP LOM LLC
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
with copies to:
Battle Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxx, Esq.
(b) If to any Pledgor, at its address set forth opposite its
signature below.
Failure to comply with the provisions set forth above with
respect to the delivery of copies shall not impair the validity of any notice
otherwise complying with the terms hereof.
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16. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
17. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
AP LOM LLC, as Pledgee
By: AP XX XXX LLC, its Managing Member
By Kronus Property, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Authorized Representative
Address: NEXTHEALTH, INC.
00000 X. Xxxx xxx Xxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: President By: /s/ Xxxxxxx X. X'Xxxxxxx, Xx.
------------------------------------
Title: Authorized Representative
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SCHEDULE I
PLEDGED SHARES
ISSUER TYPE OF SHARES NO. OF SHARES CERTIFICATE PERCENT OF
NUMBER ISSUE
1. Sierra Tuscon, Inc. 100%
2. Sierra Tuscon AC, Inc. 100%
3. Sierra Tuscon Educational
Materials (S.T.E.M.), Inc. 100%
4. Sierra Healthstyles, Inc. 100%
5. Onsite Workshops, Inc. 100%
6. Nexthealth Water
Resources, Inc. 100%
7. Soften Realty, L.L.C.
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