EXHIBIT 1.1 5,200,000 Shares ORTHODONTIC CENTERS OF AMERICA, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 1997 • Orthodontic Centers of America Inc /De/ • Services-specialty outpatient facilities, nec • New York
EXHIBIT 10.15 ASSET PURCHASE AGREEMENT DATED AS OF APRIL 7, 2000Asset Purchase Agreement • April 17th, 2001 • Orthodontic Centers of America Inc /De/ • Services-health services • Delaware
EXHIBIT 10.1 LEASE AGREEMENT This Lease Agreement (the "Lease") is made and entered into as of the 4th day of August 2004 (the "Effective Date") by and between CDB, LLC, a Florida Limited Liability Company (the "Landlord"), and ORTHODONTIC CENTERS OF...Lease Agreement • December 23rd, 2004 • Oca, Inc. / De / • Services-health services
RECITALS:Rights Agreement • May 28th, 2004 • Orthodontic Centers of America Inc /De/ • Services-health services • Delaware
ANDCredit Agreement • March 31st, 2003 • Orthodontic Centers of America Inc /De/ • Services-health services • New York
EXHIBIT 10.13 SECOND AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTSCredit Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • New York
RECITALSCredit Agreement • August 14th, 2003 • Orthodontic Centers of America Inc /De/ • Services-health services • New York
EXHIBIT 10.16 CREDIT AGREEMENTCredit Agreement • April 1st, 1999 • Orthodontic Centers of America Inc /De/ • Services-specialty outpatient facilities, nec • Florida
EXHIBIT 10.8 ORTHODONTIC CENTERS OF AMERICA, INC. PARTICIPATION AGREEMENTParticipation Agreement • October 26th, 2001 • Orthodontic Centers of America Inc /De/ • Services-health services • Louisiana
EXHIBIT 10.14 BRIDGE CREDIT AGREEMENTBridge Credit Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • New York
1 EXHIBIT 99.3 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 16, 2001Agreement and Plan of Merger • May 18th, 2001 • Orthodontic Centers of America Inc /De/ • Services-health services • Delaware
EXHIBIT 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 1, 1996, between ORTHODONTIC CENTERS OF AMERICA, INC., a Delaware corporation (the "Company"), and GEOFFREY L. FAUX, a resident of the State of Georgia...Employment Agreement • March 31st, 1997 • Orthodontic Centers of America Inc /De/ • Services-specialty outpatient facilities, nec • Florida
RECITALS:Business Services Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • Georgia
RECITALS:Participation Agreement • April 1st, 1999 • Orthodontic Centers of America Inc /De/ • Services-specialty outpatient facilities, nec • Florida
PREAMBLEOrthodontic Centers of America Inc /De/ • October 26th, 2001 • Services-health services
EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • March 4th, 2004 • Orthodontic Centers of America Inc /De/ • Services-health services • Delaware
I. RECITALSBusiness Services Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • Louisiana
WITNESSETH:Employment Agreement • March 31st, 2003 • Orthodontic Centers of America Inc /De/ • Services-health services
1 EXHIBIT 10.4 ORTHODONTIC CENTERS OF AMERICA, INC. HIGH PARTICIPATION BONUS PROGRAM 2 ORTHODONTIC CENTERS OF AMERICA, INC. HIGH PARTICIPATION BONUS PROGRAMOrthodontic Centers of America Inc /De/ • August 8th, 2001 • Services-health services
WITNESSETH:Indemnification Agreement • March 31st, 2003 • Orthodontic Centers of America Inc /De/ • Services-health services • Delaware
EXHIBIT 10.30 MANAGEMENT SERVICE AGREEMENTManagement Service Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services
WITNESSETH:Employment Agreement • April 17th, 2001 • Orthodontic Centers of America Inc /De/ • Services-health services • Florida
RECITALSCredit Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • Florida
OCA, INC. 1994 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENT (INCENTIVE)Incentive Stock Plan Stock Option Agreement • January 6th, 2005 • Oca, Inc. / De / • Services-health services • Louisiana
RECITALS:Business Services Agreement • March 25th, 2002 • Orthodontic Centers of America Inc /De/ • Services-health services • Florida
OCA INTERNATIONAL, LLC CAPITALIZATION AGREEMENTOca International, LLC Capitalization Agreement • January 17th, 2006 • Oca, Inc. / De / • Services-health services • Louisiana
THIS CAPITALIZATION AGREEMENT (“Agreement”) is made as of December 1, 2005, between Gimili, LLC, a Louisiana limited liability company (“Gimili”) and OCA, Inc., a Delaware corporation ( “OCA”). Gimili and OCA are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
PRIVATE AND CONFIDENTIALPrivate and Confidential • January 17th, 2006 • Oca, Inc. / De / • Services-health services
This letter agreement (the “Agreement”) confirms the engagement of Conway, Del Genio, Gries & Co., LLC (“CDG”) by OCA, Inc. (“OCA” or the “Company”) on behalf of the Company and its Board of Directors to provide restructuring management services with respect to OCA and its wholly owned subsidiaries, including the scope of the services to be performed and the basis of compensation for those services. Upon your execution, this letter will constitute an agreement between OCA and CDG.
PREAMBLEOrthodontic Centers of America Inc /De/ • August 8th, 2001 • Services-health services
SIXTH AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCECredit Agreement and Forbearance • August 24th, 2005 • Oca, Inc. / De / • Services-health services • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE (this “Amendment”) is entered into as of August 19, 2005 among OCA, INC., a Delaware corporation (the “Borrower”), certain Domestic Subsidiaries of the Borrower (the “Guarantors”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Rate Lender (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).
OCA INTERNATIONAL, LLC MANAGEMENT AGREEMENTManagement Agreement • January 17th, 2006 • Oca, Inc. / De / • Services-health services • Louisiana
THIS MANAGEMENT AGREEMENT is made this 1st day of December, 2005 between OCA INTERNATIONAL, LLC, a Florida limited liability company (“OCAI”) and GIMILI, LLC , a Louisiana limited liability company (“GIMILI”) as follows:
PREAMBLEOrthodontic Centers of America Inc /De/ • August 8th, 2001 • Services-health services
