EXHIBIT 10.9
TERMINATION OF INVESTORS AGREEMENT
This TERMINATION OF INVESTORS AGREEMENT (this "Agreement"), is entered
into as of May 15, 2003, by and among CASTLE DENTAL CENTERS, INC., a Delaware
corporation (the "Corporation"), XXXXXX FINANCIAL, INC., a Delaware corporation
("Xxxxxx"), MIDWEST MEZZANINE FUND II, L.P., a Delaware limited partnership
("Midwest") and, Xxxxx X. Xxxxx ("Xxxxx"). Capitalized terms used and not
otherwise defined in this Agreement have the respective meanings ascribed
thereto in the Investors Agreement dated July 19, 2002 (the "Investors
Agreement") between the parties to this Agreement.
RECITALS
WHEREAS, the parties to this Agreement have previously entered into the
Investors Agreement, the parties to this Agreement constitute all of the
Holders, and none of the parties to this Agreement have transferred any of the
Securities; and
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company has entered into a Preferred Stock and Subordinated Note
Purchase Agreement with Sentinel Capital Partners II, L.P., General Electric
Capital Corporation, the successor to Xxxxxx, Midwest, Xxxxxx Xxxxxxxxxxx, Xxxx
X. Xxxxx, and Xxxxx (the "Preferred Stock Purchase Agreement"), and, pursuant to
Section 6.1(t) of the Preferred Stock Purchase Agreement, the termination of the
Investors Agreement is a condition to closing of the Preferred Stock Purchase
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and the mutual
agreements herein set forth, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Section 1. Termination. Pursuant to Section 12 of the Investors
Agreement, the parties to this Agreement, hereby terminate the Investors
Agreement.
Section 2. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Corporation shall bind and inure to the
benefit of its respective successors and permitted assigns hereunder.
Section 3. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State of Illinois and for all purposes shall
be construed in accordance with the internal laws of said State.
Section 4. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have caused this Termination of
Investors Agreement to be duly executed as of the day and year first above
written.
CASTLE DENTAL CENTERS, INC.
By:
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Its:
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XXXXXX FINANCIAL, INC.
By:
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Its:
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MIDWEST MEZZANINE FUND II, L.P.
By: ABN AMRO Mezzanine Management II, L.P., its
General Partner
By: ABN AMRO Mezzanine Management II, Inc., its
General Partner
By:
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Its:
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Xxxxx X. Xxxxx
