1 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,...Pledge Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • New York
OPERATING AGREEMENT OF SOFTEN REALTY, L.L.C.Operating Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • Delaware
Highly Confidential -------------------------------------------------- Presentation to the Special Committee of the Board of Directors NOVEMBER 21, 2001 --------------------------------------------------...Nexthealth Inc • January 15th, 2002 • Services-hospitals
1 Exhibit 10.70 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 13, 1996, among SOFTEN REALTY, L.L.C., a Delaware limited liability company ("Buyer") and SIERRA TUCSON, INC., a Delaware...Asset Purchase Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • Delaware
b) On any date (during the term of this Escrow Agreement) that is not more than 5 and not less than 2 Business Days (as such term is defined in the Letter of Credit) prior to the Planned Expiration Date (as such term is defined in the Letter of...Escrow Agreement • April 18th, 2001 • Nexthealth Inc • Services-hospitals • Delaware
R E C I T A L S - - - - - - - -Agreement and Plan of Merger • November 29th, 2001 • Nexthealth Inc • Services-hospitals • Delaware
GUARANTYNexthealth Inc • March 27th, 1997 • Services-hospitals • New York
AMENDED AND RESTATED FIRST AMENDMENT TO LEASE This Amended and Restated First Amendment to Lease dated as of March 15, 2000 by and between ODE, L.L.C., an Illinois limited liability company, as Lessor ("ODE") and SIERRA TUCSON, L.L.C., a Delaware...Lease • March 29th, 2000 • Nexthealth Inc • Services-hospitals
December 6, 2001 Mr. Brian Martin Triod LLC c/o Jack A. Shaffer & Company, LLC 410 Park Avenue, Suite 430 New York, New York 10022 Re: Miraval Spa & Resort, Tucson, Arizona (the "Property") Loan No: 32942 Dear Sirs: Reference is made to that certain...Nexthealth Inc • January 15th, 2002 • Services-hospitals
W I T N E S E T H:Assumption Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals
1 EXHIBIT 10.85 GENERAL SECURITY AGREEMENT GENERAL SECURITY AGREEMENT, dated as of November 14, 1996 (this "Agreement"), among each of the undersigned (each an "Assignor" and, collectively, the "Assignors") and AP LOM LLC (the "Secured Party"). Unless...General Security Agreement • March 27th, 1997 • Nexthealth Inc • Services-hospitals • New York
LOAN AGREEMENT between LEHMAN BROTHERS HOLDINGS INC. LenderLoan Agreement • September 18th, 1998 • Nexthealth Inc • Services-hospitals
EXHIBIT 8 August 7, 2001 TRIOD LLC c/o Jack A. Shaffer & Company, LLC 410 Park Avenue, Suite 430 New York, New York 10022 ANAM LLC c/o Jack A. Shaffer & Company, LLC 410 Park Avenue, Suite 430 New York, New York 10022 Gentlemen: General Electric...Nexthealth Inc • August 27th, 2001 • Services-hospitals
1 Exhibit 10.76 NEXTHEALTH, INC. 17,109 SHARES OF SERIES A PREFERRED STOCK 28,956 SHARES OF SERIES B PREFERRED STOCK WARRANT TO PURCHASE 500,000 SHARES OF COMMON STOCK PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT NOVEMBER 14, 1996 2 TABLE OF CONTENTSPreferred Stock and Warrant Purchase Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • Delaware
AP LOM LLC ANDCredit Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • New York
WARRANTNexthealth Inc • March 27th, 1997 • Services-hospitals • Delaware
MORTGAGE NOTEMortgage Note • September 18th, 1998 • Nexthealth Inc • Services-hospitals
AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING November 28, 2001 ____________ ____________________________________________________________________ THIS AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING (this "Agreement") confirms the agreements among...Nexthealth Inc • January 15th, 2002 • Services-hospitals • Illinois
AMENDED AND RESTATED VOTING AND CONTRIBUTION AGREEMENT --------------------------------- THIS AMENDED AND RESTATED VOTING AND CONTRIBUTION AGREEMENT (this "Agreement") dated as of November 28, 2001 by and among Anam LLC, a Delaware limited liability...Voting and Contribution Agreement • January 15th, 2002 • Nexthealth Inc • Services-hospitals • Illinois
1 Exhibit 10.72 EXECUTION COPY SECURITY AGREEMENT SECURITY AGREEMENT, (this "Agreement") dated as of November 13, 1996 between SOFTEN REALTY, L.L.C., a Delaware limited liability company ("Grantor"), and SIERRA TUCSON, INC., a Delaware corporation...Security Agreement • December 20th, 1996 • Nexthealth Inc • Services-hospitals • Arizona
B TERM NOTENexthealth Inc • March 27th, 1997 • Services-hospitals
W I T N E S E T H:Nexthealth Inc • December 20th, 1996 • Services-hospitals
DEED OF TRUSTNexthealth Inc • March 27th, 1997 • Services-hospitals
November 8, 2001 TRIOD LLC ANAM LLC c/o Jack A. Shaffer & Company, LLC c/o Jack A. Shaffer & Company, LLC 410 Park Avenue, Suite 430 410 Park Avenue, Suite 430 New York, NY 10022 New York, NY 10022 Gentlemen: Attached is Amendment 1 to the Commitment...Nexthealth Inc • January 15th, 2002 • Services-hospitals
TRIOD LLC ANAM LLC c/o Jack A. Shaffer & Company, LLC c/o Jack A. Shaffer & Company, LLC 410 Park Avenue, Suite 430 410 Park Avenue, Suite 430 New York, NY 10022 New York, NY 10022
1- 2 "NEW SECURITIES" means any capital stock of the Corporation whether now authorized or not, and rights, options or warrants to purchase capital stock, and securities of any type whatsoever which are, or may become, convertible into capital stock;...Registration And • December 20th, 1996 • Nexthealth Inc • Services-hospitals • Delaware
Exhibit 4 ===================================================================== =========== Highly Confidential ------------------------------------------------------ Presentation to the Special Committee of the Board of Directors APRIL 13, 2001...Combined Unlevered • May 18th, 2001 • Nexthealth Inc • Services-hospitals
COMMERCIAL LEASE NO. 03-103445 ARIZONA STATE LAND DEPARTMENT THIS COMMERCIAL LEASE is entered into by and between the State of Arizona (as "Lessor" acting by and through the Arizona State Land Department) and Sierra Tucson L.L.C. (as "Lessee"). In...Nexthealth Inc • April 1st, 1999 • Services-hospitals • Arizona
Exhibit 6 --------------------------------------------------------------------- ----------- MEMORANDUM OF UNDERSTANDING APRIL 16, 2001 THIS MEMORANDUM OF UNDERSTANDING confirms the agreements among Anam LLC, a Delaware limited liability company...Nexthealth Inc • May 18th, 2001 • Services-hospitals • Illinois
A TERM NOTENexthealth Inc • March 27th, 1997 • Services-hospitals
