First Amendment to Note and Stock Purchase Agreement among APS Healthcare Holdings, Inc., Guarantors, and Canpartners Investments IV, LLC
Contract Categories:
Business Finance
›
Note Agreements
Summary
This amendment, dated March 29, 2002, updates the Note and Stock Purchase Agreement between APS Healthcare Holdings, Inc., its guarantors, and Canpartners Investments IV, LLC. The amendment allows APS Healthcare Bethesda, Inc. to acquire Innovative Resource Group, LLC, and secures additional financing from CapitalSource Finance LLC. It also adds new subsidiaries as guarantors, adjusts interest rates, and imposes a $250,000 amendment fee. The agreement ensures continued security interests and compliance with the original note terms, while permitting the specified acquisition and related financing.
EX-4.2-1 6 a2044217zex-4_21.txt EXHIBIT 4.2.1 EXHIBIT 4.2.1 EXECUTION COPY 4/12/02 FIRST AMENDMENT TO NOTE AND STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE AND STOCK PURCHASE AGREEMENT (this "AMENDMENT") is entered into as of March 29, 2002, by and among (i) APS HEALTHCARE HOLDINGS, INC. (formerly known as Psych Systems Holdings, Inc.), a Delaware corporation (the "ISSUER"), (ii) THE GUARANTORS FROM TIME TO TIME PARTY HERETO, (iii) CANPARTNERS INVESTMENTS IV, LLC, a California limited liability company (the "INITIAL PURCHASER"), and (iv) THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO (together with the Initial Purchaser, the "PURCHASER"). Unless otherwise specified, capitalized terms have the meanings given to them in the Note Purchase Agreement (as defined below). RECITALS A. WHEREAS, pursuant to the terms and subject to the conditions of that certain Note and Stock Purchase Agreement, dated as of September 15, 2000, between the Issuer, the guarantors from time to time party thereto, and the Purchaser (as the Note and Stock Purchase Agreement is amended by this Amendment and the Supplement (as defined below), and as may hereafter be amended, restated, supplemented, or otherwise modified from time to time, the "NOTE PURCHASE AGREEMENT"), Purchaser purchased certain Notes from the Issuer and certain Shares from APS Healthcare, Inc. (formerly known as American Psych Systems Holdings, Inc.) (the "PARENT"), and exercised certain Warrants in exchange for certain Warrant Shares of the Parent. B. WHEREAS, to secure payment of the Obligations under the Notes, the Note Purchase Agreement, and the other Note Documents, the Purchaser required such payment be supported by the guarantees of the Parent and each Subsidiary of the Issuer. C. WHEREAS, to further secure the Obligations, the Issuer, the Parent, and each Subsidiary have provided to the Purchaser a security interest in the Collateral pursuant to the Security Documents (as defined in the Amended and Restated Subordination and Intercreditor Agreement, dated as of July 23, 2001, between the Issuer, the Parent, the Senior Lender (as defined below), and the Purchaser, as amended by the First Amendment to Amended and Restated Subordination and Intercreditor Agreement, dated as of March 29, 2002), all of such Security Documents to continue (as amended, restated, supplemented, or otherwise modified from time to time) in full force and effect upon the execution of this Amendment, and all of such Security Documents to continue to secure the payments of the Issuer of the Obligations under the Note Purchase Agreement. D. WHEREAS, APS Healthcare Bethesda, Inc. (formerly known as American Psych Systems, Inc.) ("APS BETHESDA"), a Subsidiary of the Issuer, desires to acquire all of the ownership interests of Innovative Resource Group, LLC ("IRG") from CC Holding, LLC (the "IRG TRANSACTION"), IRG being the sole owner of all of the capital stock of CNR Partners, Inc. ("CNR"). The IRG Transaction is to be made pursuant to the terms of that certain Purchase and Sale Agreement, effective as of March 29, 2002, by and among APS Bethesda, IRG, CC Holdings, LLC, and Cobalt Corporation (the "IRG TRANSACTION AGREEMENT"). FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT E. WHEREAS, in order to consummate the IRG Transaction, the Issuer needs additional financing from the Senior Lender (as defined below), such additional financing being described in that certain First Amendment to Amended and Restated Credit Agreement (Term Loan) (the "FIRST AMENDMENT TO CREDIT AGREEMENT"), dated as of March 29, 2002, by and among Issuer and CapitalSource Finance LLC (the "SENIOR LENDER"), pursuant to which Senior Lender agrees to provide such additional financing. F. WHEREAS, in addition to the IRG Transaction, APS Bethesda has formed a new wholly-owned Subsidiary called "APS Clinics of Puerto Rico, Inc." ("APS CLINICS") and has formed a new wholly-owned Subsidiary called "APS Healthcare Ohio, Inc." ("APS OHIO"). G. WHEREAS, the Issuer has requested that the Purchaser, among other things, (i) consent to the consummation of the IRG Transaction and the related First Amendment to Credit Agreement, and (ii) grant a limited waiver of the covenants embodied in the Note Purchase Agreement to the extent such covenants would be deemed violated solely do to the consummation of the transactions contemplated by the IRG Transaction Agreement and the First Amendment to Credit Agreement. H. WHEREAS, in accordance with the terms of the Note Purchase Agreement, the Purchaser requires that IRG, CNR, and APS Clinics join the Note Purchase Agreement as guarantors to the Note Purchase Agreement, and to grant security interests in the Collateral under the Security Documents. I. WHEREAS, in accordance with the terms of the Note Purchase Agreement, IRG, CNR, and APS Clinics have become parties to the Note Purchase Agreement by their signatures to that certain Note and Stock Purchase Agreement Supplement, dated as of March 29, 2002 (the "SUPPLEMENT"). J. WHEREAS, in consideration of amending the Note Purchase Agreement to incorporate the foregoing, the Purchaser requires (i) an amendment and consent fee ("AMENDMENT FEE") of $250,000 payable in kind and added to the principal amount of the Notes, and (ii) an adjustment to the interest rates payable on the principal amount of the Notes. K. WHEREAS, in furtherance of the foregoing and to evidence the agreements of the parties hereto, such parties desire to amend the Note Purchase Agreement as hereinafter provided. NOW THEREFORE, in consideration of the foregoing, other good and valuable consideration, and each of the representations, warranties, covenants, and agreements contained herein, the parties agree as follows: FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT 1. ADDITION OF DEFINITIONS. Upon the Amendment Effective Date (as defined in SECTION 4 below), the following definitions are hereby added to Section 1.01 of the Note Purchase Agreement and inserted in appropriate alphabetical order: "'BASE RATE' is defined in SECTION 2.10(a)." "'BRIDGE NOTE' is defined in Section 2.06(a)." "'FISCAL QUARTER' means the fiscal quarter of the Issuer ending on March 31, June 30, September 30, and December 31 of each year." "'FUNDED DEBT' means, with respect to any Person, without duplication, all Indebtedness of such Person but does not include the undrawn portion of letters of credit, until drawn." "'INCREASED INTEREST RATE' is defined in SECTION 2.10(b)." "'IRG TRANSACTION AGREEMENT' means that certain Purchase and Sale Agreement, effective as of March 29, 2002, by and among APS Healthcare Bethesda, Inc., Innovative Resource Group, LLC, CC Holdings, LLC, and Cobalt Corporation." "'JUNIOR NOTE' means that certain Subordinated Promissory Note executed in connection with the IRG Transaction Agreement, and dated March 29, 2002, in the original principal amount of $10,000,000, payable by APS Healthcare Bethesda, Inc. to CC Holdings, LLC." "'NET FUNDED DEBT' means as of the end of the applicable Fiscal Quarter, (i) consolidated Funded Debt of the Issuer as reported in the quarterly financial statement prepared in accordance with GAAP for such Fiscal Quarter, LESS (ii) cash of the Issuer reported on such financial statement which is available to pay Funded Debt without restriction." "'NINE MONTH ANNUALIZED EBITDA' means the EBITDA for the nine months ended December 31, 2002, multiplied by four thirds (4/3)." "'QUALIFIED IPO' means an underwritten public offering, pursuant to an effective registration statement under the Securities Act and under other applicable securities laws and regulations covering the offer and sale of capital stock of Parent, which generates a minimum of $30,000,000 in gross proceeds, and as to which offering Senior Lender has not, prior to the effectiveness of such offering, indicated in writing its reasonable objection." "'QUALIFIED IPO SUCCESS FEE' is defined in the Intercreditor Agreement." FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT "'SIX MONTH ANNUALIZED EBITDA' means the EBITDA for the six months ended September 30, 2002, multiplied by two (2)." "'TWELVE MONTH EBITDA' means the EBITDA for the past rolling twelve month period." 2. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT. Upon the Amendment Effective Date, the Note Purchase Agreement is hereby amended as follows: 2.1. AMENDMENT TO THE DEFINITIONS OF "EXISTING CREDIT AGREEMENT" AND "EXISTING LENDER". The definitions of "Existing Credit Agreement" and "Existing Lender" as set forth in the recitals to the Note Purchase Agreement, and as used throughout the Note Purchase Agreement, are hereby restated in their entirety to read as follows: "that certain Amended and Restated Credit Agreement (Term Loan), dated as of July 23, 2001 (as amended by that certain First Amendment to Amended and Restated Credit Agreement (Term Loan) dated as of March 29, 2002 and as may be otherwise amended, restated, supplemented, or modified from time to time, the "EXISTING CREDIT AGREEMENT"), with CapitalSource Finance LLC (successor in interest to Bank of America, N.A.) as lender (the "EXISTING LENDER")" 2.2. AMENDMENT TO THE DEFINITION OF "EXTRAORDINARY PROCEEDS". The definition of "Extraordinary Proceeds" is hereby amended to (a) delete "or" from the end of (iv), and (b) restate (v) in its entirety to read as follows: "(v) 62.5% of the first Thirty Million Dollars ($30,000,000) of the Net Cash Proceeds from an IPO (other than a Qualified IPO) and 87.5% of Net Cash Proceeds from an IPO (other than a Qualified IPO) in excess of Thirty Million Dollars ($30,000,000); or" 2.3. AMENDMENT TO THE DEFINITION OF "EXTRAORDINARY PROCEEDS". The definition of "Extraordinary Proceeds" is hereby amended to add (vi) to read as follows: "(vi) 100% of the proceeds from a Qualified IPO net of underwriting and other expenses directly related to the Qualified IPO, but not the payment of third party obligations, the payment of which are triggered by such Qualified IPO." 2.4. AMENDMENT TO THE DEFINITION OF "INTERCREDITOR AGREEMENT". The definition of "Intercreditor Agreement" as set forth in the recitals to the Note Purchase Agreement, and as used throughout the Note Purchase Agreement, is hereby restated in its entirety to read as follows: "that certain Amended and Restated Subordination and Intercreditor Agreement, dated as of July 23, 2001, between the Purchaser, the Senior Lender, the Issuer, and the Parent (as amended by that certain First Amendment to Amended and FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT Restated Subordination and Intercreditor Agreement dated as of March 29, 2002, and as may be otherwise amended, supplemented, or modified from time to time, the "INTERCREDITOR AGREEMENT")" 2.5. AMENDMENT TO THE DEFINITION OF "NOTE DOCUMENTS". The definition of "Note Documents" is hereby amended to (a) include (i) this Amendment, (ii) that certain Note and Stock Purchase Agreement Supplement, dated as of March 29, 2002, executed by Psych Systems IPA, Inc., Metropolitan IPA, Inc, IRG, CNR, and APS Clinics, and acknowledged and agreed by the guarantors party thereto, (iii) that certain Ratification of Note and Stock Purchase Agreement, dated as of March 29, 2002, executed by the guarantors party thereto, (iv) that certain Amended and Restated 15% Senior Subordinated Note, dated as of March 29, 2002, made by the Issuer to the order of the Purchaser, (v) that certain First Amendment to Amended and Restated Subordination and Intercreditor Agreement, dated as of March 29, 2002, between the Purchaser, the Senior Lender, the Issuer, and the Parent, and (vi) that certain Second Amendment to Security Documents Joinder and Modification Agreement, dated as of March 29, 2002, between the Purchaser, the Senior Lender, the Issuer, the Parent, and each subsidiary of the Issuer, and (b) add to the end of such definition ", as each such document may be amended, restated, supplemented, or otherwise modified from time to time". 2.6. AMENDMENT TO THE DEFINITION OF "NOTES". The definition of "Notes" as set forth in the recitals to the Note Purchase Agreement, and as used throughout the Note Purchase Agreement, is hereby amended to delete "$7,500,000" and to replace it with "$7,750,000". 2.7. AMENDMENT TO THE DEFINITION OF "RESTRICTED PAYMENT". The definition of "Restricted Payment" is hereby amended to insert the following at the end of clause (ii), after "Obligations,": "PROVIDED, HOWEVER, that `Restricted Payment' shall not include payments toward the Junior Note that are made in accordance with Sections 3 and 4 of that certain Subordination Agreement dated as of March 29, 2002, by and among CC Holdings, LLC, APS Healthcare Bethesda, Inc., Innovative Resource Group, LLC, the Senior Lender, and the Purchaser," 2.8. AMENDMENT TO THE DEFINITION OF "UNPAID PRINCIPAL AMOUNT". The definition of "Unpaid Principal Amount" is hereby amended to delete "$7,500,000" and to replace it with "$7,750,000". 2.9. AMENDMENT TO SECTION 2.01. Section 2.01 of the Note Purchase Agreement is hereby amended to delete "$7,500,000" and to replace it with "$7,750,000". 2.10. AMENDMENT TO SECTION 2.03(a). The second paragraph of the legend in Section 2.03(a) is hereby restated in its entirety to read as follows: FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT "THIS NOTE IS SUBJECT TO AN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF JULY 23, 2001 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG CANPARTNERS INVESTMENTS IV, LLC, APS HEALTHCARE HOLDINGS, INC. (FORMERLY KNOWN AS PSYCH SYSTEMS HOLDINGS, INC.), APS HEALTHCARE, INC. (FORMERLY KNOWN AS AMERICAN PSYCH SYSTEMS HOLDINGS, INC.), AND CAPITALSOURCE FINANCE LLC. THIS NOTE IS SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL SENIOR DEBT (AS DEFINED THEREIN) IN ACCORDANCE WITH, AND TO THE EXTENT SPECIFIED IN, SUCH INTERCREDITOR AGREEMENT AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF SUCH INTERCREDITOR AGREEMENT. THIS NOTE IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INTERCREDITOR AGREEMENT." 2.11. AMENDMENT TO SECTION 2.06(A). Section 2.06(a) is hereby amended to add the following to the end of that Section: "Notwithstanding the foregoing, within three (3) Business Days after the closing of a Qualified IPO, the Issuer must (i) apply Extraordinary Proceeds from such Qualified IPO toward permanent reduction of that certain promissory note in the amount of $5,000,000, dated as of March 29, 2002, made by the Issuer to the order of the Senior Lender (the "BRIDGE NOTE") (if not otherwise paid prior thereto), and toward payment of the Qualified IPO Success Fee, then (ii) apply any such residual Extraordinary Proceeds toward permanent reduction of the Notes." 2.12. ADDITION OF SECTION 2.10. Section 2.10 is hereby added to the Note Purchase Agreement to read as follows: "SECTION 2.10 PAYMENT OF INTEREST. The Issuer shall make payments of interest (computed on the basis of a 360-day year of twelve 30-day months) accrued on the outstanding principal balance of the Notes, payable monthly, on the last day of each month of each year (or, if such day is not a Business Day, on the immediately preceding Business Day), commencing on April 30, 2002 as follows: (a) BASE INTEREST RATE. On and including March 29, 2002, interest shall accrue on the unpaid balance of the Notes at a rate of 1.25% per month (the "BASE RATE") until the principal balance thereof shall have become due and FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT payable, unless and until a higher rate has become applicable under the terms of this SECTION 2.10. (b) INCREASED INTEREST RATE. If the closing of a Qualified IPO has not occurred on or before September 30, 2002, then the interest shall accrue on the unpaid balance of the Notes until the principal balance thereof shall have become due and payable, and shall apply retroactively for the period April 1, 2002 to September 30, 2002, at a rate determined in accordance with the following formulas:
The calculations of the above formulas shall be based on annualized EBITDA calculations as follows: (i) retroactive interest payments for the period April 1, 2002 through September 30, 2002, and interest payments due and payable on October 31, 2002, November 30, 2002, and December 31, 2002 shall be calculated using Six Month Annualized EBITDA and the Net Funded Debt for the Fiscal Quarter ended September 30, 2002; (ii) interest payments due and payable on January 31, 2003, February 28, 2003, and March 31, 2003 shall be calculated using Nine Month Annualized EBITDA and the Net Funded Debt for the Fiscal Quarter ended December 31, 2002; and (iii) interest payments due and payable on and after April 30, 2003 shall be calculated using Last 12 Months EBITDA and the latest quarter ended Net Funded Debt. The interest rate set forth in the chart above that corresponds to the applicable quotient of Net Funded Debt divided by Applicable Annualized EBITDA calculated as described in the immediately preceding clauses (i), (ii), and (iii) are collectively referred to as "INCREASED INTEREST RATES," and each an "INCREASED INTEREST RATE." If the closing of a Qualified IPO has not occurred on or before September 30, 2002, the Issuer shall deliver to the Holders of the Notes written notice of the first applicable Increased Interest Rate and the calculation thereof, together with supporting information in sufficient detail to enable the Holders of the Notes to verify the same, on or before October 31, 2002 for the interest payments applicable to the period from April 1, 2002 to December 31, 2002. Additionally, on October 31, 2002, the Issuer shall deliver to the Holders of the Notes (a) the interest payment for the period from October 1, 2002 to October 31, 2002, which shall be calculated using the Increased Interest Rate applicable thereto, and (b) the retroactive interest payment for the period from April 1, 2002 to September 30, 2002, in the amount of (x) the FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT interest payments for such period calculated using the applicable Increased Interest Rate, LESS (y) the interest payments for such period calculated using the Base Rate, provided that such interest payments at the Base Rate were actually delivered by the Issuer to the Holders of the Notes. Thereafter, the Issuer shall deliver to the Holders of the Notes written notice of each additional applicable Increased Interest Rate and the calculation thereof, together with supporting information in sufficient detail to enable the Holders of the Notes to verify the same, within thirty (30) days of the close of each Fiscal Quarter thereafter. Should an interest payment for any period become due prior to the time at which the Issuer's notice of an Increased Interest Rate and calculations thereof for such period are due hereunder, the Issuer shall deliver to the Holder of the Notes (a) on the due date of such interest payment, the amount of such interest payment calculated using the Increased Interest Rate applicable to the immediately preceding period, and (b) on the due date of the notice of the applicable Increased Interest Rate and the calculation thereof, the amount of (x) the interest payment for such period calculated using the applicable Increased Interest Rate, LESS (y) the interest payment for such period calculated using the Increased Interest Rate applicable to the immediately preceding period, provided that such interest payment at the Increased Interest Rate applicable to the immediately preceding period was actually delivered by the Issuer to the Holders of the Notes (or, if the Increased Interest Rate has declined, such overpayment shall be applied to the next applicable interest payment). (c) DEFAULT INTEREST RATE. To the extent permitted by law, on any overdue payment (including any overdue prepayment or payment due on acceleration, without regard to blockage or other contractual payment restrictions) of principal and any overdue payment of interest, interest shall accrue at a rate per annum from time to time equal to (i) the Base Rate, plus 2.5%, or (ii) as applicable, the applicable Increased Interest Rate, plus 2.5% (either being the "DEFAULT RATE")." 2.13. ADDITION OF SECTION 6.01(l). Sections 6.01(l) is hereby added to the Note Purchase Agreement to read as follows: "(l) QUARTERLY INTEREST RATE CALCULATION STATEMENTS. As described in SECTION 2.10(b) hereof, if the closing of a Qualified IPO has not occurred on or before September 30, 2002, the Issuer shall deliver to the Holders of the Notes written notice of the first applicable Increased Interest Rate and the calculation thereof, together with supporting information in sufficient detail to enable the Holders of the Notes to verify the same, on or before October 31, 2002. Thereafter, the Issuer shall deliver to the Holders of the Notes written notice of each additional applicable Increased Interest Rate and the calculation thereof, together with supporting information in sufficient detail to enable the Holders of the Notes to verify the same, within thirty (30) days of the close of each Fiscal FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT Quarter thereafter. In all instances, the delivery of the notice of the applicable Increased Interest Rate and the calculation thereof and supporting information shall be accompanied by a certificate, executed by a Senior Financial Officer of the Issuer, certifying as to such calculations." 2.14. AMENDMENT TO SECTION 6.16(a). Section 6.16(a) is hereby amended to add the following before the semi-colon: ", PROVIDED, HOWEVER, that if such Extraordinary Proceeds are generated from a Qualified IPO, the Obligors must (i) apply such Extraordinary Proceeds toward permanent reduction of the Bridge Note and toward payment of the Qualified IPO Success Fee, then (ii) apply any such residual Extraordinary Proceeds toward permanent reduction of the Notes" 2.15. AMENDMENT TO SECTION 7.05. Section 7.05 is hereby amended to (i) delete "and" from the end of clause (e), (ii) delete the period from the end of clause (f) and to replace it with "; and", and (iii) add the following clauses after clause (f): "(g) the Junior Note; PROVIDED, HOWEVER, that the aggregate principal amount of the obligations incurred with respect to such Indebtedness shall not exceed $10,000,000; and (h) Indebtedness owing by APS Healthcare Bethesda, Inc. to Sheppard Pratt Health Systems, Inc., evidenced by those two (2) certain promissory notes each dated August 31, 2001, payable by APS Healthcare Bethesda, Inc., to Sheppard Pratt Health Systems, Inc., in the principal amounts of $466,000 and $240,000, respectively; provided, however, that the aggregate amount of the obligations with respect to such notes shall not exceed $706,000." 2.16. ADDITION OF SECTION 7.19. Section 7.19 is hereby added to the Note Purchase Agreement to read as follows: "SECTION 7.19 LIMIT ON INITIAL PUBLIC OFFERINGS. The Parent and the Issuer will not, and will not permit any of its Subsidiaries to, conduct any initial public offering unless such public offering is a Qualified IPO." 2.17. ADDITION OF SECTION 7.20. Section 7.20 is hereby added to the Note Purchase Agreement to read as follows: "SECTION 7.20 CERTAIN SUBSIDIARIES. The Issuer agrees to cause either of the following to be done on or before May 15, 2002: (i) dissolve its indirect Subsidiaries, APS Healthcare Ohio, Inc., American Psych Systems of Texas, Inc., New York Psych Systems, Inc., Westchester Psych Systems, L.P., Psych Systems of Westchester, Inc., New York Psych Systems, L.P., Suffolk Psych Systems, Inc., Psych Systems of Long Island, Inc., CHS Managed FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT Service, Inc., and Psych Systems of Manhattan, Inc., and provide evidence of such dissolution in form and substance satisfactory to the Purchaser, or (ii) with respect to each such Subsidiary, comply to the Purchaser's satisfaction with all terms and conditions of Section 6.23 of the Note Purchase Agreement." 2.18. AMENDMENT AND RESTATEMENT OF EXHIBIT A. Exhibit A to the Note Purchase Agreement is hereby restated in its entirety as is set forth on EXHIBIT A hereto, and is incorporated herein by reference for all purposes. 2.19. AMENDMENT TO SCHEDULE 1.01(b). Schedule 1.01(b) to the Note Purchase Agreement is hereby amended to include all Liens of IRG, CNR, and APS Clinics, and such Liens are set forth on SCHEDULE A hereto and are incorporated herein by reference for all purposes. 2.20. AMENDMENT TO SCHEDULE 4.02(h). Schedule 4.02(h) to the Note Purchase Agreement is hereby amended to include all proceedings described in Section 4.02(h) of the Note Purchase Agreement of IRG, CNR, and APS Clinics, and such proceedings are set forth on SCHEDULE B hereto and are incorporated herein by reference for all purposes. 2.21. AMENDMENT TO SCHEDULE 5.01(c). Schedule 5.01(c) to the Note Purchase Agreement is hereby amended to include all events described in Section 5.01(c) to the Note Purchase Agreement of IRG, CNR, and APS Clinics, and such events are set forth on SCHEDULE C hereto and are incorporated herein by reference for all purposes. 2.22. AMENDMENT TO SCHEDULE 5.01(d)(ii). Schedule 5.01(d)(ii) to the Note Purchase Agreement is hereby amended to include all agreements described in Section 5.01(d)(ii) to the Note Purchase Agreement of IRG, CNR, and APS Clinics, and such agreements are set forth on SCHEDULE D hereto and are incorporated herein by reference for all purposes. 2.23. AMENDMENT TO SCHEDULE 5.01(e). Schedule 5.01(e) to the Note Purchase Agreement is hereby amended to include all Permits described in Section 5.01(e) to the Note Purchase Agreement of IRG, CNR, and APS Clinics, and such Permits are set forth on SCHEDULE E hereto and are incorporated herein by reference for all purposes. 2.24. AMENDMENT AND RESTATEMENT OF SCHEDULE 5.01(f)(i). Schedule 5.01(f)(i) to the Note Purchase Agreement is hereby restated in its entirety as is set forth on SCHEDULE F hereto, and is incorporated herein by reference for all purposes. 2.25. AMENDMENT AND RESTATEMENT OF SCHEDULE 5.01(f)(ii). Schedule 5.01(f)(ii) to the Note Purchase Agreement is hereby restated in its entirety as is set forth on SCHEDULE F hereto, and is incorporated herein by reference for all purposes. 2.26. AMENDMENT TO SCHEDULE 5.01(f)(ii)(b). Schedule 5.01(f)(ii)(b) to the Note Purchase Agreement is hereby amended to add all rights of conversion into shares of IRG, CNR, FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT and APS Clinics, and such conversion rights are set forth on SCHEDULE G hereto and are incorporated by reference for all purposes. 2.27. AMENDMENT TO SCHEDULE 5.01(i). Schedule 5.01(i) to the Note Purchase Agreement is hereby amended to include the location of the chief executive offices and the location of records for each of IRG, CNR, and APS Clinics, and such locations are set forth on SCHEDULE H hereto and are incorporated by reference for all purposes. 2.28. AMENDMENT TO SCHEDULE 5.01(n). Schedule 5.01(n) to the Note Purchase Agreement is hereby amended to include all assets described in Section 5.01(n) of the Note Purchase Agreement of IRG, CNR, and APS Clinics, and such assets are set forth on SCHEDULE I hereto and are incorporated by reference for all purposes. 2.29. AMENDMENT TO SCHEDULE 5.01(t)(i). Schedule 5.01(t)(i) to the Note Purchase Agreement is hereby amended to include all outstanding Indebtedness of IRG, CNR, and APS Clinics, and such Indebtedness is set forth on SCHEDULE J hereto and is incorporated by reference for all purposes. 3. LIMITED CONSENTS AND WAIVERS. 3.1. LIMITED CONSENTS AND WAIVERS. Issuer has requested that the Purchaser (i) consent to the IRG Transaction and the related First Amendment to Credit Agreement, and (ii) grant limited waiver of the covenants embodied in the Note Purchase Agreement to the extent such covenants would be deemed violated solely due to the consummation of the transactions contemplated by the IRG Transaction Agreement and the First Amendment to the Credit Agreement. Subject to the satisfaction of the conditions precedent enumerated in SECTION 4 hereto, and to the other terms, conditions, and provisions of this Amendment, the Purchaser hereby (a) consents to the consummation of the IRG Transaction and the First Amendment to Credit Agreement, and (b) waives the covenants embodied in the Note Purchase Agreement only to the extent such covenants would be deemed violated solely do to the consummation of the transactions contemplated by the IRG Transaction Agreement and the First Amendment to Credit Agreement. The consents and waivers described in this SECTION 3.1 are strictly limited to the IRG Transaction and the First Amendment to Credit Agreement and to the provisions of the Note Purchase Agreement as they relate to such transactions. 3.2. NO OTHER CONSENTS OR WAIVERS. Except as otherwise specifically provided for in this Amendment, nothing contained herein shall be construed as a waiver by the Purchaser of any covenant or provision of the Note Purchase Agreement, the other Note Documents, this Amendment or any other contract or instrument between the Purchaser and the Issuer or any other Obligor, and the failure of the Purchaser at any time or times hereafter to require strict performance by the Issuer or any other Obligor of any provision thereof shall not waive, affect or diminish any right of the Purchaser to thereafter demand strict compliance therewith. The Purchaser hereby reserves all rights granted under the Note Purchase Agreement, this FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT Amendment, the other Note Documents, and any other contract or instrument between the Issuer and the Purchaser. 4. CONDITIONS PRECEDENT TO AMENDMENT EFFECTIVE DATE. This Amendment shall become effective as of the date first written above (the "AMENDMENT EFFECTIVE DATE") upon satisfaction of each of the following conditions: 4.1. DELIVERY OF NOTE DOCUMENTS. The Purchaser shall have received each of the following documents in form and substance satisfactory to the Purchaser: (a) this Amendment, together with all Exhibits and Schedules hereto which shall be true, complete and correct as of the Amendment Effective Date, duly executed by the Issuer and the guarantors listed on the signature pages hereto; (b) the Note and Stock Purchase Agreement Supplement, duly executed by IRG, CNR, and APS Clinics; (c) the Ratification of Note and Stock Purchase Agreement, duly executed by the guarantors listed on the signature pages thereto; (d) the Amended and Restated 15% Senior Subordinated Secured Note Due 2004 in the principal amount of $7,750,000, duly executed by the Issuer in favor of the Purchaser; (e) the First Amendment to Amended and Restated Subordination and Intercreditor Agreement, duly executed by the Issuer, the Senior Lender, the Parent, and the Purchaser; (f) the Subordination Agreement, duly executed by CC Holdings, LLC, APS Bethesda, IRG, the Senior Lender, and the Purchaser. (g) the First Amendment to Credit Agreement, duly executed by the Senior Lender and the Issuer; (h) evidence that the IRG Transaction Agreement is in full force and effect, and that the IRG Transactions are complete and have closed; (i) evidence that the Security Documents have been amended to include the security provided by the Parent, IRG, CNR, and APS Clinics in favor of the Purchaser; and (j) the legal opinion from Mintz Levin Cohn Ferris Glovsky and Popeo PC, in form and substance satisfactory to the Purchaser, regarding due authorization, execution, delivery, and enforceability of this Amendment and the other Note Documents amended FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT in connection herewith, and regarding creation and perfection of the security interests granted by the Parent, IRG, CNR, and APS Clinics in favor of the Purchaser. 4.2. DELIVERY OF CORPORATE DOCUMENTS. The Purchaser shall have received each of the following documents in form and substance satisfactory to the Purchaser: (a) an Officer's or General Partner's Certificate of each Obligor, dated as of the Amendment Effective Date, certifying that the conditions precedent specified in SECTIONS 4.1 and 4.2 to this Amendment have been satisfied, and that the representations and warranties specified in this Amendment and in the Note Purchase Agreement are true and correct; (b) a Secretary's, Assistant Secretary's or General Partner's Certificate, as applicable, of each Obligor, dated as of the Amendment Effective Date, (i) attaching (a) resolutions of the board of directors authorizing the execution, delivery, and performance of this Amendment and all other Note Documents executed by any Obligor, and (b) an incumbency certificate containing the names, incumbency, and signatures of the officers of the Obligor, or the Obligor's general partner, authorized to execute, deliver, and perform such documents, and (ii) certifying as to the accuracy and currency of such Obligor's Governing Documents. 4.3. NO MATERIAL ADVERSE CHANGE. No material adverse change shall have occurred with respect to the business, operations, performance, assets, properties, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole from December 31, 2001. 4.4. SATISFACTION OF SECTION 6.23 OF THE NOTE PURCHASE AGREEMENT. All conditions set forth in Section 6.23 of the Note Purchase Agreement have been satisfied to the Purchaser's satisfaction with respect to each of IRG, CNR, and APS Clinics. 4.5. SECURITY AND OTHER DOCUMENTATION. On or prior to the Amendment Effective Date, the Purchaser shall have received fully executed copies of the Security Documents executed by the Parent, IRG, CNR, and APS Clinics, and the Collateral Agent shall have received fully-executed originals thereof together with such stock powers and other documents required to perfect the security interests granted by the Parent, IRG, CNR, and APS Clinics to the Purchaser. 4.6. SATISFACTORY COLLATERAL. The Purchaser shall be satisfied that the Collateral Agent has received security interests in all Property and a pledge of all the issued and outstanding stock of IRG, CNR, and APS Clinics. 4.7. TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained herein and contained in the Note Purchase Agreement and the other Note Documents, as each is hereby amended, restated, supplemented, or modified, shall be true and correct as of FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT the Amendment Effective Date, as if made on the Amendment Effective Date, except for such representations and warranties that are, by their express terms, limited to a specific date. 4.8. NO EVENT OF DEFAULT. With respect to each Obligor, and after giving effect to this Amendment, no Event of Default shall have occurred and be continuing. 4.9. DUE DILIGENCE. The Purchaser shall have completed to its satisfaction its due diligence in connection with the IRG Transaction. 4.10. PAYMENT OF FEES. The Issuer shall have paid to the Purchaser on or before the Amendment Effective Date, fees, charges, and disbursements of the Purchaser and the Purchaser's counsel to the extent reflected in statements of the Purchaser and such counsel rendered to the Issuer at least one Business Day prior to the Amendment Effective Date. 4.11. OTHER DOCUMENTS. The Purchaser shall have received such other documentation as the Purchaser may reasonably request. 5. RATIFICATION. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Note Purchase Agreement and the other Note Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Note Purchase Agreement and the other Note Documents are ratified and confirmed and shall continue in full force and effect. The Issuer, the guarantors party hereto, and the Purchaser agree that the Note Purchase Agreement and the other Note Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. All terms defined in the Note and Stock Purchase Agreement that are not specifically amended, restated, supplemented, or otherwise modified or redefined pursuant to this Amendment shall have the meanings given to such terms in the Note and Stock Purchase Agreement. This Amendment is not intended to be or to create, nor shall it be construed as or constitute, a novation or an accord and satisfaction but shall constitute an amendment of the Note Purchase Agreement. 6. REPRESENTATIONS AND WARRANTIES. 6.1. ORGANIZATION; POWER AND AUTHORITY. The Issuer and each guarantor party hereto is a corporation or limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer and each guarantor party hereto has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Amendment and any other Note Document executed in connection herewith to which it is a party, and to perform the provisions thereof. FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT 6.2. AUTHORIZATION, ETC. This Amendment and each other Note Document executed in connection herewith has been duly authorized by all necessary corporate action on the part of each Obligor party thereto, and all such Note Documents constitute, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6.3. TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in the Note Purchase Agreement and the other Note Documents, as each is hereby amended, restated, supplemented, or modified, are true and correct as of the Amendment Effective Date, as if made on the Amendment Effective Date, except for such representations and warranties as are by their express terms limited to a specific date. 6.4. DISSOLUTION OF CERTAIN SUBSIDIARIES. As of the date of this Amendment, each of American Psych Systems of Texas, Inc., New York Psych Systems, Inc., Westchester Psych Systems, L.P., Psych Systems of Westchester, Inc., New York Psych Systems, L.P., Suffolk Psych Systems, Inc., Psych Systems of Long Island, Inc., CHS Managed Service, Inc., and Psych Systems of Manhattan, Inc., (i) has been or will be dissolved by May 15, 2002, and (ii) has transferred or will transfer all of its assets to one or more of the Obligors by May 15, 2002. 6.5. NO EVENT OF DEFAULT. With respect to each Obligor, and after giving effect to this Amendment, no Event of Default has occurred and is continuing. 6.6. COMPLIANCE WITH COVENANTS. Each Obligor is in full compliance with the covenants and agreements contained in the Note Purchase Agreement and the other Note Documents as hereby amended, restated, supplemented, or modified. 6.7. NO AMENDMENT TO CERTIFICATE OF INCORPORATION AND BYLAWS. The Obligors have not amended their certificates of incorporation, bylaws, or other similar organizing documents, since the date of the Note Purchase Agreement. 6.8. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The execution, delivery and performance by each Obligor of this Amendment, and the other Note Documents executed in connection herewith, to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Obligor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement relating to the borrowing of money, any material lease or any other agreement or instrument to which such Obligor is bound or by which such Obligor or any of its properties may be bound or affected, (ii) contravene such Obligor's certificate of incorporation, bylaws, or other organizing documents, (iii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Obligor, or (iv) violate any provision of any Requirement of Law (including, FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT without limitation, laws regulating the corporate practice of medicine) applicable to such Obligor. 6.9. GOVERNMENTAL AUTHORIZATIONS, ETC. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by any Obligor of this Amendment or the other Note Documents executed in connection herewith. 7. MISCELLANEOUS PROVISIONS. 7.1. EXPENSES, FEES, ETC. In addition to that which is provided in Section 9.01 of the Note Purchase Agreement and in SECTIONS 4.10 and 7.7 hereof, each Obligor agrees, jointly and severally to pay all costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchaser in connection with the Note Purchase Agreement, this Amendment, and the other Note Documents, whether or not the transactions contemplated hereby are consummated. Further, as consideration for execution of this Amendment to permit, among other things, the increase in Indebtedness associated with the Senior Debt, each Obligor agrees, jointly and severally to pay the Amendment Fee, payable in kind and added to the original principal amount of the Note of $7,500,000, for an amended and restated principal amount of $7,750,000. The obligations of each Obligor under this SECTION 7.1 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of the Note Purchase Agreement, this Amendment, the Notes or other Note Documents, and the termination of the Note Purchase Agreement. 7.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein, and in the Note Purchase Agreement or any other Note Document shall survive the execution and delivery of this Amendment and the other Note Documents, the purchase or transfer by any Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of any Holder. All statements contained in any certificate or other instrument delivered by or on behalf of each Obligor pursuant to this Amendment shall be deemed representations and warranties of each Obligor under this Amendment. Subject to the preceding sentence, the Note Purchase Agreement, this Amendment, and the other Note Documents embody the entire agreement and understanding between each Holder and each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof. 7.3. SEVERABILITY. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT 7.4. SUCCESSORS AND ASSIGNS. All covenants and other agreements contained in this Amendment by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not. 7.5. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 7.6. GOVERNING LAW. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 7.7. RELEASE BY THE OBLIGORS. (a) The Obligors acknowledge that the Purchaser would not enter into this Amendment without the Obligors' assurances that no Obligor has a claim, defense, counterclaim, offset, cross-complaint, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the Obligations or to seek affirmative relief or damages of any kind or nature from the Purchaser. The Obligors, each for itself and on behalf of its officers and directors, and its respective predecessors, successors, and assigns (collectively, the "RELEASORS") voluntarily release and forever discharge the Purchaser and its predecessors, agents, employees, successors, and assigns (collectively, the "RELEASED PARTIES") from any known or unknown claims, demands, actions, damages, costs, expenses, and liabilities of any nature, originating on or before the Amendment Effective Date, which any Releasor may now or hereafter have against the Released Parties, if any, whether founded in tort or pursuant to any other theory of liability, including, but not limited to, any claims arising out of or related to the Note Documents as amended hereby, or the transactions contemplated thereby. (b) The provisions, waivers, and released set forth in this section are binding upon each Releasor. The provisions, waivers, and releases of this section shall inure to the benefit of each Released Party. (c) The provisions of this section shall survive payment in full of the Obligations, full performance of the terms of the Note Purchase Agreement, this Amendment, and the other Note Documents, and/or any action by the Purchaser to exercise any remedy available under the Note Documents, applicable law, or otherwise. (d) Each Obligor warrants and represents that it is the sole and lawful owner of all right, title, and interest in and to all of the claims released hereby, and each Obligor FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT has not heretofore voluntarily, by operation of law, or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. Each Obligor shall indemnify and hold harmless each Released Party from and against any claim, demand, damage, debt, liability (including payment of reasonable attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or arising out of any such assignment or transfer. [Signature pages follow] FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. ISSUER: APS Healthcare Holdings, Inc. (formerly known as Psych Systems Holdings, Inc.), a Delaware corporation /s/ Laura F. Tarantino - ------------------------------------- By: Laura F. Tarantino Title: Secretary PURCHASER: Canpartners Investments IV, LLC, a California limited liability company /s/ Scott A. Imbach - ------------------------------------- By: Scott A. Imbach Title: Under power of attorney FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT GUARANTORS: APS Bethesda, Inc. (formerly known as American Psych Systems, Inc.), an Iowa corporation CH/ECP Systems, Inc., a New York corporation APS Healthcare Southwest, Inc. (formerly known as AzCare, Inc.), an Arizona corporation Psych Systems PPO, Inc., a New York corporation APS Healthcare, Inc. (formerly known as American Psych Systems Holdings, Inc.), a Delaware corporation APS Healthcare Northwest, Inc. (formerly known as Vydas Resources, Inc.), a Montana corporation APS Healthcare Puerto Rico, Inc. (formerly known as American Psych Systems of Puerto Rico, Inc.), a Puerto Rico corporation Psych Systems IPA, Inc., a New York corporation Metropolitan IPA, Inc., a New York corporation Innovative Resource Group, LLC, a Wisconsin limited liability company CNR Partners, Inc., a Texas corporation APS Clinics of Puerto Rico, Inc., a Puerto Rico corporation /s/ Laura F. Tarantino - ------------------------------------- By: Laura F. Tarantino Title: Secretary FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT EXHIBIT A AMENDED AND RESTATED NOTE EXHIBIT TO FIRST AMENDMENT TO CANPARTNERS/APS NOTE PURCHASE AGREEMENT EXECUTION COPY 4/12/02 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THIS NOTE IS SUBJECT TO AN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF JULY 23, 2001 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG CANPARTNERS INVESTMENTS IV, LLC, APS HEALTHCARE HOLDINGS, INC. (FORMERLY KNOWN AS PSYCH SYSTEMS HOLDINGS, INC.), APS HEALTHCARE, INC. (FORMERLY KNOWN AS AMERICAN PSYCH SYSTEMS HOLDINGS, INC.), AND CAPITALSOURCE FINANCE LLC. THIS NOTE IS SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL SENIOR DEBT (AS DEFINED THEREIN) IN ACCORDANCE WITH, AND TO THE EXTENT SPECIFIED IN, SUCH INTERCREDITOR AGREEMENT AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF SUCH INTERCREDITOR AGREEMENT. THIS NOTE IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INTERCREDITOR AGREEMENT. APS HEALTHCARE HOLDINGS, INC., Issuer AMENDED AND RESTATED 15% SENIOR SUBORDINATED SECURED NOTE DUE 2004 No.1 September 15, 2000 as amended and restated March 29, 2002 $7,750,000 FOR VALUE RECEIVED, the undersigned, APS HEALTHCARE HOLDINGS, INC. (formerly known as Psych Systems Holdings, Inc.), a Delaware corporation (the "ISSUER"). hereby promises to pay to Canpartners Investments IV, LLC, a California limited liability company (the "PURCHASER"), or registered assigns, the principal sum of SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS on June 15, 2004 (the "MATURITY DATE"), and to pay principal and interest as more fully set forth herein. APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE This Note amends and restates, and has been issued in substitution and replacement of, but not in payment of, that certain 15% Senior Subordinated Secured Note, made by the Issuer on September 15, 2000, in the principal amount of $7,500,000 (the "PRIOR NOTE"), and nothing contained herein shall be construed to deem paid or forgiven the unpaid principal amount of, or unpaid accrued interest on, the Prior Note at the time of its replacement by this Note. The Prior Note was made pursuant to that certain Note and Stock Purchase Agreement, dated as of September 15, 2000, between the Issuer, the guarantors party from time to time thereto, the purchasers party from time to time thereto, and the Purchaser (the "NOTE AND STOCK PURCHASE AGREEMENT"). This Note is made pursuant to the Note and Stock Purchase Agreement, that certain First Amendment to Note and Stock Purchase Agreement, dated as of March 29, 2002, between the Issuer, the guarantors party from time to time thereto, the purchasers party from time to time thereto, and the Purchaser (the "FIRST AMENDMENT"), and that certain Note and Stock Purchase Agreement Supplement, dated as of March 29, 2002, executed by Innovative Resource Group, LLC, CNR Partners, Inc., and APS Clinics Puerto Rico, Inc. (the "SUPPLEMENT") (the Note and Stock Purchase Agreement, as amended by the First Amendment, the Supplement, and as otherwise amended, restated, supplemented, or modified from time to time, the "NOTE PURCHASE AGREEMENT"). Reference is hereby made to the Note Purchase Agreement, and all other supplemental agreements thereto, for a statement of the respective rights thereunder of the Issuer and the Holders of the Notes. Pursuant to the Note Purchase Agreement, the Holders of Notes are also entitled to the benefits of the prior and newly executed Security Documents (as defined in the Note Purchase Agreement). In addition to the terms provided herein, the terms of the Notes include those stated in the Note Purchase Agreement. The Notes are subject to all such terms, and holders are referred to the Note Purchase Agreement for a statement of such terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Note Purchase Agreement. The Issuer shall make payments of interest in accordance with Section 2.10 of the Note Purchase Agreement. If the Issuer is prohibited from paying all or any portion of a cash interest payment pursuant to the Intercreditor Agreement, the Issuer shall issue a note for such unpaid interest on the same terms and conditions of this Note (except that interest accruing under such note shall not be payable in cash until the Senior Debt Termination Date). Payments of principal and interest on this Note are to be made in lawful money of the United States of America by the method and to the address or account specified with respect to the holder hereof pursuant to Section 2.05 of the Note Purchase Agreement. The Issuer hereby acknowledges and makes this Note a registered obligation for United States withholding tax purposes. The Issuer shall be the registrar for this Note (the "REGISTRAR") with full power of substitution. In the event the Registrar becomes unable or unwilling to act as registrar under this Note, the Issuer shall reasonably designate a successor Registrar. Each Holder who is a foreign person, by its acceptance of this Note, hereby agrees to provide the Issuer, for the benefit of the Issuer, with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such Holder, participants or other affiliates who are holders of beneficial interests in this Note. Notwithstanding any 2 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE contrary provision contained in this Note or any of the other Note Documents, neither this Note nor any interests therein may be sold, transferred, hypothecated, participated or assigned to any Person except upon satisfaction of the conditions specified in this paragraph. Each Holder, by its acceptance of its Note(s), agrees to be bound by the provisions of this paragraph and to indemnify and hold harmless the Registrar against any and all loss or liability arising from the disposition by such Holder of this Note or any interest therein in violation of this paragraph. The Registrar shall keep at its principal executive office (or an office or agency designated by it by notice to the last registered Holder) a ledger, in which, subject to such reasonable regulations as it may prescribe, but at its expense (except as specified below), it shall provide for the registration and transfer of this Note. No sale, transfer, hypothecation, participation or assignment of this Note or any interest herein shall be effective for any purpose until it shall be registered on the books of the Registrar to be maintained for such purpose. The Registrar shall record the transfer of this Note on the books maintained for this purpose upon receipt by the Registrar at the office or agency designated by the Registrar of (a) a written assignment of this Note (or the applicable interest therein), (b) funds sufficient to pay any transfer taxes payable upon the making of such transfer as well as the cost of reviewing the documents presented to the Registrar, and (c) such evidence of due execution as the Registrar shall reasonably require. The Registrar shall record the transfer of this Note on the books maintained for such purpose at the cost and expense of the assignee. This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Issuer, for itself and its successors and assigns, hereby: (i) waives demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accel+erate, notice of acceleration and all other notice, filing of suit and diligence in collecting this Note or enforcing any of its remedies, (ii) agrees that Holder shall not be required first to institute suit or exhaust its remedies hereon against Issuer or others liable or to become liable hereon or to enforce its rights against them and (iii) consents to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to Issuer. This Note, and the terms, conditions and provisions hereof, may not be changed, modified, amended or terminated except as provided in the Note Purchase Agreement. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such state. Notwithstanding anything to the contrary contained elsewhere in this Note or in any other Note Document, the Issuer and the Holder of this Note hereby agree that all agreements among them under this Note and the other Note Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or 3 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE event whatsoever shall the amount paid, or agreed to be paid, to such Holder for the use, forbearance, or detention of the money loaned to the Issuer and evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any provisions of this Note or any of the other Note Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, then, automatically, the obligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance such Holder should ever receive anything of value deemed interest by Governing Law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount then outstanding hereunder or on account of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to the Issuer. All sums paid or agreed to be paid to such Holder for the use, forbearance, or detention of the Obligations and other Indebtedness of the Issuer to the Holders, to the extent permitted by Governing Law, shall be amortized, prorated, allocated and spread throughout the full term of such Indebtedness, until payment in full thereof, so that the actual rate of interest on account of all such Indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such Indebtedness. For purposes of this paragraph, "HIGHEST LAWFUL RATE" means, at any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious interest rate that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations, under the laws of the State of New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Note and the other Note Documents), or under applicable federal laws which may presently or hereafter be in effect and which allow a higher maximum nonusurious interest rate than under the laws of the State of New York (or such other jurisdiction's law), in any case after taking into account, to the extent permitted by Governing Law, any and all relevant payments or charges under this Note and any other Note Documents executed in connection herewith, and any available exemptions, exceptions and exclusions. The terms and provisions of this paragraph shall control every other provision of this Note and all agreements among the Obligors and such Holder. [Signature page follows] 4 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE IN WITNESS WHEREOF, the Issuer has executed this Note on the date first written above. APS HEALTHCARE HOLDINGS, INC. (formerly known as Psych Systems Holdings, Inc.), a Delaware corporation ----------------------------------- By: Title: APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE SCHEDULE A LIENS See Attached Summaries of Lien Searches A-1 SCHEDULE B LITIGATION 1. From time to time, there arise grievances and complaints filed in the ordinary course with the various states' departments of insurance. Any such grievances or complaints of which IRG, LLC is aware are set forth on the charts attached to this Schedule, which are incorporated herein by this reference. 2. IRG, LLC is in receipt of a demand letter issued to United Healthcare, dated January 28, 2002, with respect to services rendered to James White (the insured being Jessica White), for reimbursement of $3,004.25 plus interest and $500 for attorneys' fees. 3. Following IRG, LLC's acquisition of Accord Behavioral Health Services ("Accord"), in April and May of 2001, Behavioral Health Systems, Inc., a provider of management and network access services to Accord ("BHS"), asserted that IRG, LLC improperly used confidential information belonging to BHS in seeking consents to assignment of Accord network participation agreements. While these consents were unnecessary because BHS' providers were not providing services under a direct contract with Accord, IRG, LLC denied any infringement of BHS rights. To date, BHS has not pursued the matter. 4. In the first half of 1999, Allcare Health Management System, Inc. ("Allcare") raised the issue that that the Cobalt family of companies (including IRG, Inc.) might be interested in obtaining licensing rights to U.S. Patent No. 5,301,105, and by doing so implied that Cobalt's then current use of certain software (including by implication, but not limited to, the Wisdom software used by IRG, LLC under license from Trinity Computer Services, Inc.) might be in violation of such patent. None of the Cobalt companies pursued obtaining the license suggested by Allcare (including IRG, LLC because it does not believe that its use of the Wisdom or any other software is in violation of this patent, because, among other reasons, IRG, LLC does not use the potentially infringing functionality in its business), and Allcare never followed up on the matter.. 5. IRG, LLC is in receipt of various appeal letters from Aurora HealthCare ("Aurora"), dated on or after March 15, 2002, requesting an appeal of IRG, LLC's denial of certain psychological testing on various Aurora patients. B-1 GRIEVANCES AND COMPLAINTS FILED WITH THE WISCONSIN AND ILLINOIS DEPARTMENTS OF INSURANCE
B-2 GRIEVANCES AND COMPLAINTS FILED WITH THE TEXAS DEPARTMENT OF INSURANCE
B-3 SCHEDULE C CHANGES TO FINANCIAL CONDITION None C-1 SCHEDULE D MATERIAL AGREEMENTS 1. Sublease dated March 29, 2002 by and between APS Healthcare Bethesda, Inc., and Cobalt Corporation, for the premises located at 285 Forest Grove Drive, Suite 100, Pewaukee, WI, 2514 South 102nd Street, 1st and 3rd Floors, West Allis, WI and 20900 Swenson Drive, Ste 400, Waukesha, WI. 2. Office Lease dated June 20, 2000 by and between Innovative Resource Group, Inc. and Crescent Real Estate Funding III, L.P., for the premises located at Eight Greenway Plaza, Houston, TX. 3. Office Lease dated January 20, 1999 by and between NOVA II, L.L.P. and Family Health Systems, Inc., for the premises located at 300 North Executive Drive, Brookfield, WI. Attached hereto is a summary of the Material Service Agreements to which IRG and CNR are a party. D-1 SCHEDULE E PERMITS 1. Transition from Innovative Resource Group, Inc. ("IRG, Inc.") to IRG, LLC. During 2001, IRG, Inc. was involved in corporate restructuring which included its transition from a corporation to a limited liability company. As a result of this transition, IRG, LLC is in the process of working with state licensing authorities to ensure that IRG, LLC's licenses, certificates, and registrations reflect the appropriate legal entity. Following are lists of the licenses/certifications/registrations held by IRG, LLC. a. CERTIFICATES OF AUTHORITY/REGISTRATION IRG, LLC holds a certificate of authority/registration to do business as a foreign limited liability company in the following states: Arizona (d/b/a Allegro Southwest, LLC) Kentucky Florida Michigan Georgia Missouri Indiana Texas IRG, LLC is currently attempting to obtain certificates of authority/registration to do business as a foreign limited liability company in the following states: Illinois An Application for Admission to Transact Business in the state of Illinois was filed by IRG, LLC on October 4, 2001. The application was rejected on the basis that the sole member of the LLC does not hold a certificate of authority/registration to do business in the state of Illinois. IRG, LLC filed an opposing position letter with the Office of the Secretary of State on December 12, 2001. To date there has been no response to this letter. This situation is described in further detail in Item 3, below. Nevada Although IRG, LLC does not maintain a physical office in the state of Nevada, the Nevada Division of Insurance will not change the name on the utilization review license until IRG, LLC obtains a certificate of registration to do business as a foreign limited liability company in the state of Nevada. The utilization review license is currently held in the name of CNR Health, Inc. The utilization review license is up for renewal March 1, 2002. E-1 b. THIRD PARTY ADMINISTRATOR (TPA) LICENSES IRG, LLC holds a certificate/registration/license as third party administrator in the following states: Georgia (TPA Bond) Missouri Illinois (TPA Bond) Nebraska (ERISA Exemption, Annual Registration) Indiana North Carolina Kentucky Tennessee Louisiana Texas Wisconsin (TPA Bond) IRG, LLC is in the process of obtaining a TPA certificate/registration/license in the following states: Florida The Florida Department of Insurance was notified of the change from IRG, Inc. to IRG, LLC via letter dated December 14, 2001. In the same letter, IRG, LLC requested that the certificate of authority be updated to reflect the name IRG, LLC. To date there has been no response to this letter. A telephone call on 1/15/02 with the Florida Department of Insurance revealed that IRG, LLC must surrender IRG, Inc.'s license and re-apply as IRG, LLC. The IRG, Inc. license was surrendered to The Florida Department of Insurance on 2/8/02. c. UTILIZATION REVIEW (UR) LICENSES/CERTIFICATION/REGISTRATION IRG, LLC holds a certificate/registration/license as a utilization review agent in the following states: Alabama Maryland Arizona (URAC Accredited Exemption Filing) Missouri Arkansas Nebraska Florida Oklahoma Indiana Tennessee Kansas Texas Louisiana IRG, LLC is in the process of obtaining a certificate/registration/license in the following states: Georgia The Georgia Department of Insurance was notified of the change from IRG, Inc. to IRG, LLC with the annual report in March, 2001, and with the application for re-certification in September, 2001. To date IRG, LLC has not received its new E-2 Certificate of Registration. Pursuant to a telephone conversation with the Department on January 15, 2002, the Department advised that it was backlogged on renewals due to changes in staff. IRG, LLC was advised that it should assume that it is licensed. IRG, LLC was advised to follow up with the Department if the license was not received within a few weeks of the aforementioned telephone conversation. Illinois The Illinois Department of Insurance was notified of the change from IRG, Inc. to IRG, LLC via letter dated December 3, 2001. Because IRG, LLC's UR license is not due to be renewed until September 28, 2002, the Department of Insurance requires that IRG, LLC file a new application, which is currently in process. The application was mailed on January 22, 2002 via UPS 2nd day air. Per a telephone conversation with the Department, IRG, LLC sent payment in the amount of $1500.00 to the Department on February 4, 2002. Kentucky The Kentucky Department of Insurance was notified of the change from Innovative Resource Group, Inc. to IRG, LLC with the annual report in May, 2001. The Department has acknowledged the change to IRG, LLC, and IRG, LLC will receive a Certificate of Registration reflecting the change when the current renewal process is complete. Nevada The utilization review license is currently held in the name of CNR Health, Inc. Although IRG, LLC does not maintain a physical office in the state of Nevada, the Nevada Division of Insurance will not change the name on the utilization review license until IRG, LLC obtains a certificate of registration to do business as a foreign limited liability company in the state of Nevada. The utilization review license is due to be renewed March 1, 2002. Minnesota IRG, Inc. was a registered utilization review organization in Minnesota. The registration expired January 16, 2002. IRG, LLC did not seek to renew its registration as a utilization review organization in Minnesota as IRG, LLC's business does not require it to do so. d. INDIVIDUAL PRACTICE ASSOCIATION IRG, LLC operates as an Individual Practice Association in Wisconsin. 2. Pursuant to Tex. Occ. Code s. 162.001 (2000), CNR Partners, Inc., a wholly owned subsidiary of Innovative Resource Group, LLC, is licensed as a 162.001(b) E-3 Non - Profit Health Organization (previously known as a 5.01(a) Corporation in Texas). 3. As described above in item no. 1, an Application for Admission to Transact Business in the state of Illinois was filed by IRG, LLC on October 4, 2001. Pursuant to Ill. Admin. Code tit. 14, s. 178.20(e)(1) (2001), which applies to entities other than natural persons serving as members of LLCs, "any member... of a limited liability company must be qualified in Illinois." IRG, LLC's application was rejected on the basis that the sole member of the LLC does not hold a certificate of authority/registration to do business in the state of Illinois. The member at issue, Compcare Health Services Insurance Corporation, is prevented from becoming qualified in Illinois due to (a) the fact that it is a Wisconsin HMO and (b) its existing contractual relationships. Accordingly, IRG, LLC has filed an opposing position letter with the Office of the Secretary of State on December 12, 2001. To date there has been no response to this letter. 4. Seltzer/Delman, Inc., merged with and into IRG, Inc., effective August 1, 2000. At that time, Seltzer/Delman, Inc. held: a (Florida) Division of Workers Compensation Qualified Rehab Provider Approval (Provider No. WC1000780) and a (Florida) Agency for Health Care Administration (AHCA) Authorization (Authorization No. 96750) for a Workers' Compensation Managed Care Arrangement for City of Pompano, Florida. IRG, Inc. did not notify the licensing authorities of the merger. The AHCA Authorization expired July 1, 2001, and was not renewed because IRG, LLC determined that the authorization was no longer necessary for business operations. The Division of Workers Compensation Qualified Rehab Provider Approval has been renewed and is held by "Innovative Resource Group d/b/a/ Seltzer/Delman, Inc." 5. The granting agency of each state which has granted IRG, LLC a license, certification or registration may require notification to, or the authorization, consent or approval by, the granting agency with respect to IRG, LLC's maintenance of such license, certification or registration following a transaction such as the one contemplated in the Purchase and Sale Agreement. Attached is a chart, incorporated herein by this reference, which sets forth IRG, LLC's understanding with regard to the state notification requirements regarding change in control or ownership of an entity holding certain licenses, certificates or registrations. 6. IRG, LLC holds a Wisconsin Department of Revenue Seller's Permit (No. 699574 A) 7. The following IRG, LLC employees hold a Florida Division of Workers Compensation Qualified Rehab Provider Approval: Claude B. Seltzer (Provider No. WC1000780) Leslie Delman (Provider No. WC1001033) E-4 Sandra Desmond (Provider No. WC1001268) Raquelin Fals (Provider No. WC1000065) Roberta H. Frank (Provider No. WC1000909) Jamie L. Pomeranz (Provider No. WC1001511) David Purisch (Provider No. WC1000648) Claire J. Sproul (Provider No. WC1000703) James Ruddy (Provider No. WC1000152) Danielle Wagner (Provider No. WC1000602) 8. The occupational licenses required for IRG, LLC's Florida office building are held in the name of "Innovative Resource Group and CNR Health, Inc." (Broward County, Florida) and CNR Health, Inc. (City of Sunrise, Florida), both of which expire on September 30, 2002. E-5 SALE OF THIRD PARTY ADMINISTRATOR AND UTILIZATION REVIEW LICENSE/REGISTRATION/CERTIFICATION
E-6
E-7
E-8 SCHEDULE F CORPORATE STRUCTURE / OWNERSHIP OF PLEDGED SECURITIES
F-1
* CNR Partners, Inc. is a Texas non-profit, non-stock corporation and as such does not have any authorized capital stock. By the terms of the CNR Partners, Inc. Articles of Incorporation, CNR Partners, Inc. has one member. The Bylaws of CNR Partners, Inc. designate Innovative Resource Group, LLC as the sole member. The Bylaw have been amended and restated to permit issuance of a certificated membership interest in CNR Partners, Inc. ** Stock/Membership Interest Pledged to CapitalSource Finance, LLC F-2 SCHEDULE G RIGHTS OF CONVERSION INTO SHARES OF NON-PARENT OBLIGORS None G-1 SCHEDULE H CHIEF EXECUTIVE OFFICES / LOCATION OF RECORDS Innovative Resources Group, LLC Prior to April 1, 2002: 20900 Swenson Drive Suite 400 Waukesha, WI 53186 As of April 1, 2002 the proposed corporate office will be: 300 N. Executive Drive Brookfield, WI 53005 CNR Partners, Inc. 8 Greenway Plaza Suite 1500 Houston, TX 77046 APS Clinics of Puerto Rico, Inc. 6705 Rockledge Drive Suite 200 Bethesda, MD 20817 H-1 SCHEDULE I MATERIAL ASSETS See Attached I-1 SCHEDULE J INDEBTEDNESS Innovative Resource Group, LLC has a liability of approximately $402,000 as of March 31, 2002, designated as "Due to Consolidated Affiliate". This liability is for amounts owed to Cobalt Corporation. J-1 Summary of Material Assets - Schedule / Canpartners MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 1 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 2 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 3 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 4 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 5 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 6 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 7 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 8 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 9 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 10 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 11 MONTHS REMAINING IN CURRENT YEAR 9 WEST ALLIS -- ASSETS
Page 12 Months Remaining in Current Year 9 CROSSROADS
Page 13 MONTHS REMAINING IN CURRENT YEAR 9 CROSSROADS
Page 14 MONTHS REMAINING IN CURRENT YEAR 9 CROSSROADS
Page 15 MONTHS REMAINING IN CURRENT YEAR 9 LCM-PEWAUKEE
Page 16 MONTHS REMAINING IN CURRENT YEAR 9 LCM-PEWAUKEE
Page 17 MONTHS REMAINING IN CURRENT YEAR 9 LCM-PEWAUKEE
Page 18 MONTHS REMAINING IN CURRENT YEAR 9 MADISON OFFICE
Page 19 MONTHS REMAINING IN CURRENT YEAR 9 MADISON OFFICE
Page 20 MONTHS REMAINING IN CURRENT YEAR 9 MADISON OFFICE
Page 21 MONTHS REMAINING IN CURRENT YEAR 9 ACCORD
Assets purchased before 2000 are based on a physical inventory taken at the time of the acquisition of SDI. The purchase date and original cost of the equipment are based on general knowledge. The exception to this is the Computer Network Component System for which an invoice was available. Page 22 MONTHS REMAINING IN CURRENT YEAR 9 HOUSTON -- ASSETS
Page 23 MONTHS REMAINING IN CURRENT YEAR 9 HOUSTON -- ASSETS
Page 24 HOUSTON -- ASSETS MONTHS REMAINING IN CURRENT YEAR 9
Page 25 HOUSTON -- ASSETS MONTHS REMAINING IN CURRENT YEAR 9
Page 26 LAKE JACKSON MONTHS REMAINING IN CURRENT YEAR 9
Page 27 MONTHS REMAINING IN CURRENT YEAR 9 LAKE JACKSON
Page 28 MONTHS REMAINING IN CURRENT YEAR 9 MIDLAND
Page 29 SUMMARY OF MATERIAL ASSETS - SCH MONTHS REMAINING IN CURRENT YEAR 9 WEST VIRGINIA
Page 30 MONTHS REMAINING IN CURRENT YEAR 9 ALLEGRO PLOVER, WI
Page 31 MONTHS REMAINING IN CURRENT YEAR 9 ALLEGRO PLOVER, WI
The lives of assets acquired between 1994 & 1998 were adjusted to bring 12/31/99 Accumulated Depreciation into agreement with that recorded on Allegro's General ledger. Page 32 MONTHS REMAINING IN CURRENT YEAR 9 ALLEGRO SW-PHOENIX
Page 33 MONTHS REMAINING IN CURRENT YEAR 9 SELTZER DELMAN-FLORIDA
Page 34 MONTHS REMAINING IN CURRENT YEAR 9 SELTZER DELMAN-FLORIDA
Assets purchased before 2000 are based on a physical inventory taken at the time of the acquisition of SDI. The purchase date and original cost of the equipment are based on general knowledge. The exception to this is the Computer Network Component System for which an invoice was available. Page 35 FHP-Building Summary-Workstation/Office Furniture Count
Note: miscellaneous conference, breakroom and training room furniture 53 Private Office 12 Conference 4 Work rooms [GRAPHIC] FAMILY HEALTH PLAN BUILDING - 1ST FLOOR 300 NORTH EXECUTIVE DRIVE [GRAPHIC] FAMILY HEALTH PLAN BUILDING - 2ND FLOOR 300 NORTH EXECUTIVE DRIVE [GRAPHIC] FAMILY HEALTH PLAN BUILDING - 3RD FLOOR 300 NORTH EXECUTIVE DRIVE FHP FREESTANDING FURNITURE INVENTORY
Page 1 FHP FREESTANDING FURNITURE INVENTORY
Page 2 FHP FREESTANDING FURNITURE INVENTORY
Page 3 FHP FREESTANDING FURNITURE INVENTORY
Page 4 FHP FREESTANDING FURNITURE INVENTORY
Page 5 FHP FREESTANDING FURNITURE INVENTORY
Page 6 FHP FREESTANDING FURNITURE INVENTORY
Page 7 FHP FREESTANDING FURNITURE INVENTORY
Page 8 FHP FREESTANDING FURNITURE INVENTORY
Page 9 FHP FREESTANDING FURNITURE INVENTORY
Page 10 FHP FREESTANDING FURNITURE INVENTORY
Page 11 FHP FREESTANDING FURNITURE INVENTORY
Page 12 FHP FREESTANDING FURNITURE INVENTORY
Page 13 FHP FREESTANDING FURNITURE INVENTORY
Page 14 FHP FREESTANDING FURNITURE INVENTORY
Page 15 FHP FIRST FLOOR - SYSTEMS FURNITURE INVENTORY
FHP FIRST FLOOR - SYSTEMS FURNITURE INVENTORY
FHP FIRST FLOOR - SYSTEMS FURNITURE INVENTORY
FHP FIRST FLOOR - SYSTEMS FURNITURE INVENTORY
FHP SECOND FLOOR - SYSTEMS FURNITURE INVENTORY
FHP SECOND FLOOR - SYSTEMS FURNITURE INVENTORY
FHP FIRST FLOOR - SYSTEMS FURNITURE INVENTORY
FHP SECOND FLOOR - SYSTEMS FURNITURE INVENTORY
FHP SECOND FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY
FHP THIRD FLOOR - SYSTEMS FURNITURE INVENTORY