Execution Copy STOCKHOLDERS AGREEMENT ---------------------- STOCKHOLDERS AGREEMENT dated as of May 15, 2003, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel Capital Partners II, L.P. ("Sentinel"), General...Stockholders Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
Execution Copy REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 15, 2003, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel...Registration Rights Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
Dated as of May 15, 2003Preferred Stock and Subordinated Note Purchase Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
EXHIBIT 6 AGREEMENT REGARDING JOINT FILING Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(l), the undersigned agree that a statement may be filed on behalf of each of the undersigned persons by General Electric Capital...Heller Financial Inc • May 21st, 2003 • Short-term business credit institutions
Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(l), the undersigned agree that a statement may be filed on behalf of each of the undersigned persons by General Electric Capital Corporation with respect to the Series B Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, the Warrant to purchase 10,984 shares of Series A-2 Convertible Preferred Stock and the Common Stock of Castle Dental Centers, Inc. Further, each of the undersigned agrees that General Electric Capital Corporation, by any of its duly elected officers, shall be authorized to sign from time to time on behalf of the undersigned, any amendments to this Amendment No. 1 to Schedule 13D or any statements on Schedule 13G relating to Castle Dental Centers, Inc. which may be necessary or appropriate from time to time.
