SECOND AMENDED AND RESTATED TERM NOTE
Exhibit 10.3
SECOND AMENDED AND RESTATED TERM NOTE
$25,000,000 | June 28, 2005 |
FOR VALUE RECEIVED, the undersigned (the Borrowers), jointly and severally, hereby promise to pay to the order of Healthcare Business Credit Corporation, a Delaware corporation (the Lender), the principal amount of Twenty Five Million United States Dollars (US $25,000,000), to be paid at such times and in the manner specified for the Term Loan in the Loan Agreement (referred to below); provided, however, that all amounts due hereunder (including principal, interest, unpaid fees and Expenses and any other amounts then due and payable) shall be repaid in full on or before the Term Loan Maturity Date.
This Note is issued under and secured by a certain Second Amended and Restated Loan and Security Agreement of even date herewith, by and among the Borrowers and the Lender (as from time to time amended, restated, supplemented or otherwise modified, the Loan Agreement). Terms used herein and not defined herein are used with the respective meanings set forth in the Loan Agreement.
Interest on the outstanding principal amount of the loan evidenced by this Note shall accrue at the applicable rate or rates specified in, and be payable in accordance with the terms of, the Loan Agreement.
The Loan Agreement provides for the acceleration of the payment of principal of and interest on this Note upon the happening of certain Events of Default as defined in the Loan Agreement.
Borrowers each waive presentment, demand for payment, notice of dishonor or acceleration, protest and notice of protest, and any and all other notices or demands in connection with this Note, except any notice expressly required by the Loan Agreement.
This Note is an amendment and restatement of, but not issued in satisfaction of, that certain Term Note dated January 9, 2003 in the principal sum of $10,000,000.00, as amended and restated on September 30, 2003 ( the Original Note). This Note is delivered in substitution of the Original Note, and upon proper execution and delivery hereof, the Original Note shall be deemed null and void.
This Note shall be governed by and construed in accordance with the substantive laws of the State of New Jersey. The provisions of this Note are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.
SIGNATURES ON FOLLOWING PAGES
BORROWERS:
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THE PROVIDENCE SERVICE CORPORATION | PROVIDENCE OF ARIZONA, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
PROVIDENCE SERVICE CORPORATION OF OKLAHOMA, INC. | PROVIDENCE SERVICE CORPORATION OF TEXAS, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
PROVIDENCE SERVICE CORPORATION OF MAINE, INC. | FAMILY PRESERVATION SERVICES, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
FAMILY PRESERVATION SERVICES OF NORTH CAROLINA, INC. | FAMILY PRESERVATION SERVICES OF FLORIDA, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
FAMILY PRESERVATION SERVICES OF WEST VIRGINIA, INC. | CAMELOT CARE CORPORATION | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
CYPRESS MANAGEMENT SERVICES, INC. | PROVIDENCE SERVICE CORPORATION OF DELAWARE, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO |
$25,000,000 Second Amended and Restated Term Note
FAMILY PRESERVATION SERVICES OF WASHINGTON D.C., INC. | RIO GRANDE MANAGEMENT COMPANY, LLC | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
DOCKSIDE SERVICES, INC. | POTTSVILLE BEHAVIORAL COUNSELING GROUP, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
PROVIDENCE COMMUNITY SERVICES, LLC | COLLEGE COMMUNITY SERVICES | |||||
By: | /s/ Michael Deitch | By: | /s/ Michael Deitch | |||
Name: | Michael Deitch | Name: | Michael Deitch | |||
Title: | Secretary | Title: | Secretary | |||
CHOICES GROUP, INC. | PROVIDENCE MANAGEMENT CORPORATION OF FLORIDA | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Chris Reinecker | |||
Name: | Fletcher McCusker | Name: | Chris Reinecker | |||
Title: | CEO | Title: | Secretary |
$25,000,000 Second Amended and Restated Term Note
CHILDRENS BEHAVIORAL HEALTH, INC. | CAMELOT CARE CENTERS, INC. | |||||
By: | /s/ Fletcher McCusker | By: | /s/ Fletcher McCusker | |||
Name: | Fletcher McCusker | Name: | Fletcher McCusker | |||
Title: | CEO | Title: | CEO | |||
THE BEHAVIORAL ASSESSMENT CENTER, INC. | ||||||
By: | /s/ Fletcher McCusker | |||||
Name: | Fletcher McCusker | |||||
Title: | CEO |
$25,000,000 Second Amended and Restated Term Note