Senior Facilities Commitment Letter

Exhibit 10.1

EXECUTION COPY

				CIT Capital Securities LLC CIT Healthcare LLC 505 Fifth Avenue New York, New York 10017

November 6, 2007

Senior Facilities

Commitment Letter

CONFIDENTIAL

The Providence Service Corporation

5524 E. Fourth Street

Tucson, AZ 85711

Ladies and Gentlemen:

The Providence Service Corporation (“Borrower”; sometimes referred to herein as “you”) has advised CIT Healthcare LLC (“CITHC” or “Agent”) and CIT Capital Securities LLC (“CIT” or “Arranger” and, together with CITHC, the “Commitment Parties”; sometimes referred to herein as “we” or “us”) that it intends to acquire all of the outstanding capital stock of Charter LCI Corporation (“Target”) from the shareholders of Target (“Sellers”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among the Target, you, a wholly-owned subsidiary of you, the Sellers and a representative of the Sellers (the “Transaction”).

In connection with the Transaction, the Borrower has requested that CITHC commit to provide either (1) senior secured first lien credit facilities (the “Senior Secured Facilities”) in the aggregate amount of up to $253,000,000 (to be comprised of (i) a term loan facility in an aggregate principal amount of $173,000,000, (ii) a delayed draw term loan facility in an aggregate principal amount of $40,000,000 and (iii) a revolving credit facility in an aggregate principal amount of up to $40,000,000, and that CIT agrees to arrange and syndicate the Senior Secured Facilities.

Based upon and subject to the terms and conditions set forth in this commitment letter (the “Commitment Letter”), the Summary Terms and Conditions attached hereto as Appendix A (the “Term Sheet”) and the fee letter of even date herewith (the “Fee Letter”, and together with the Commitment Letter and the Term Sheet, the “Commitment”), CITHC is pleased to advise you of its commitment to provide the full amount of the Senior Secured Facilities, and to act as the administrative agent and collateral agent in respect thereof, and CIT is pleased to advise you of its agreement to act as the arranger for the Senior Secured Facilities. CITHC will act as the sole administrative agent and sole collateral agent for the Senior Secured Facilities and CIT will act as the sole lead arranger and sole bookrunner for the Senior Secured Facilities. You agree that no other agents or arrangers will be appointed, and no other titles or compensation (other than as set forth in the Fee Letter) will be awarded or paid, in connection with the Senior Secured Facilities unless approved by the Commitment Parties.

In consideration of the commitments and agreements of the Commitment Parties hereunder, you agree to pay the nonrefundable fees described in the Term Sheet and the Fee Letter.

The Commitment does not set forth all of the terms and conditions of the proposed financing; rather, it only summarizes the major points of understanding which will be the basis of the final financing agreements and related documentation (which are collectively referred to herein as the “Loan Documents”) which will be drafted by, and will be in form and substance satisfactory to, the Commitment Parties and their counsel for healthcare industry senior debt financing transactions of this kind. All terms used in this Commitment Letter and not otherwise defined herein shall have the meanings ascribed to them in the Term Sheet.

The Commitment is issued by the Commitment Parties based upon the financial and other information regarding the Borrower and the Target and the Transaction previously provided to the Commitment Parties. Accordingly, the Commitment and the structure and terms of the Senior Secured Facilities set forth in the Term Sheet are subject to the fulfillment to the satisfaction of the Commitment Parties of the following conditions (in addition to those set forth in the Term Sheet): (i) there shall not have occurred after December 31, 2006 any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries, taken as a whole; (ii) there shall not have occurred a Target Material Adverse Effect (as defined below); (iii) the Commitment Parties shall not become aware of any information or other matter (including new or updated financial information or projections) concerning the Borrower or the Target and their respective subsidiaries or the Transaction that differs from, or is inconsistent with, the information previously provided to the Commitment Parties by or on behalf of the Borrower in any material respect or that could reasonably be expected to impair syndication of the Senior Secured Facilities; (iv) CIT shall have determined that there are no competing issuances of debt, securities or commercial bank facilities of the Borrower or Target or any affiliates thereof, being offered, placed or arranged during or immediately prior to the syndication of the Senior Secured Facilities, except (x) with the prior written consent of CIT or (y) for any convertible debt to be issued by the Borrower in connection with the Transaction; and (v) CIT having been afforded a reasonable period (in any event not less than 30 consecutive days) following launch of the general syndication of the Senior Secured Facilities and immediately prior to the closing date to syndicate the Senior Secured Facilities. Further, the Commitment is subject to there not having occurred at any time during the period from the date hereof and prior to funding the Senior Secured Facilities any disruption or adverse change in the financial, banking or capital markets that, in the judgment of the Commitment Parties, could impair the syndication of the Senior Secured Facilities.

“Target Material Adverse Effect” shall mean any occurrence, event, fact, condition, effect or change, whether determined individually or in the aggregate, that does, or is reasonably likely to, (a) have a material adverse effect on the business (as presently conducted), operations, results of operations, properties or financial condition of the Target and its subsidiaries, taken as a whole, other than any occurrence, event, fact, condition, effect or change (i) resulting from performance in accordance with the express terms of the Merger Agreement by the parties thereto of their respective covenants contained therein; (ii) impacting the economy, securities markets, or financial markets generally; (iii) impacting the Target’s and its subsidiaries’ industry in general and not specific to the Target or its subsidiaries; (iv) resulting from the announcement or existence of the Merger Agreement or the transactions contemplated thereby; or (v) attributable to any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared); or (b) materially impair the ability of the Target to perform its respective obligations under the Merger Agreement.

We reserve the right, prior to or after the execution of definitive documentation for the Senior Secured Facilities, to syndicate all or a portion of the Senior Secured Facilities to a group of financial institutions

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(together with CITHC, the “Lenders”) identified by us in consultation with you; provided, such group shall not include any financial institution(s) identified in writing by you to us prior to your acceptance hereof whose inclusion you would reasonably object to. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist us (including after the execution of such definitive documentation) in completing a satisfactory syndication. Such assistance shall include, but not be limited to (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Target, (b) direct contact between senior management, representatives and advisors of you and the Target and the proposed Lenders, (c) assistance by you and the Target in the preparation of a Confidential Information Memorandum for the credit facilities comprising the Senior Secured Facilities and other marketing materials to be used in connection with the syndications (the contents of which you will be solely responsible for), (d) prior to the launch of the syndication, the obtaining of ratings for the Senior Secured Facilities from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and (e) the hosting, with CIT, of one or more meetings of prospective Lenders.

CIT will manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate and any applicable titles, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist CIT in its syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Target to provide) to CIT all information with respect to the Target and its subsidiaries, the Transaction and the other transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request. The agreements in this paragraph shall survive termination of this Commitment and the closing of the Senior Secured Facilities.

You hereby represent and covenant that (i) all written information, other than Projections, which has been or is hereafter made available to the Commitment Parties by you or on your behalf or your representatives in connection with the transactions contemplated hereby (“Information”) is or, when furnished, will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and (ii) the Projections that have been or will be made available to Commitment Parties have been and will be prepared in good faith based upon assumptions that you believe are reasonable at the time made and at the time made available to CIT. You hereby agree to supplement the Information and the Projections from time to time until the closing date of the Senior Secured Facilities so that the representation and warranty in the preceding sentence is correct on the closing date of the Senior Secured Facilities. In structuring and entering into the Senior Secured Facilities, the Commitment Parties will be using and relying on the Information and the Projections without independent verification thereof.

You agree (a) to indemnify and hold harmless each Commitment Party and the Lenders and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Transaction, the Senior Secured Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a

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final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person, and (b) to reimburse each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Commitment Parties’ due diligence investigation, syndication expenses, travel expenses, reasonable fees, disbursements and other charges of counsel to the Commitment Parties), in each case incurred in connection with the Senior Secured Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Senior Secured Facilities and any security arrangements in connection therewith. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Senior Secured Facilities.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Commitment Parties nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Commitment Parties nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Commitment Parties nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

This Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) to your respective officers, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof) and (c) with respect to the Commitment Letter and Term Sheet only, after your acceptance of the Commitment Letter, to the Target and the Sellers and their respective attorneys, accountants and advisors on a confidential and need-to-know basis; provided, however, that such disclosure shall be made only on the condition that such matters may not, except as required by law, be further disclosed. None of this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed by the Borrower directly or indirectly to any other potential source of financing. No person, other than the parties hereto, is entitled to rely upon this Commitment Letter or any of its contents or have any beneficial or legal right, remedy, or claim hereunder. No person shall, except as required by law, use the name of, or refer to, Agent, or any of its affiliates, in any correspondence, discussions, press release, advertisement or disclosure made in connection with the Senior Secured Facilities without the prior written consent of Agent.

You hereby agree that, on or after the closing of the Senior Secured Facilities, Agent or any of its affiliates may place “tombstone” advertisements (which may include any of the Borrower’s trade names or corporate logos and a brief description of the Senior Secured Facilities and the Transaction) in publications or other media of their choice (including without limitation “e-tombstones” published or otherwise circulated in electronic form and related hyperlinks to the Borrower’s corporate website) at Agent’s own expense. In addition, Agent may disclose the information about the Senior Secured Facilities and the Transaction to market data collectors and similar service providers to the financing community.

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The compensation, reimbursement, indemnification, confidentiality, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or CITHC’s commitment hereunder.

The Commitment shall not be assignable by you without the prior written consent of the Commitment Parties. The Commitment is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or to create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. CITHC may assign its commitment hereunder to any of its affiliates or any Lender. Any such assignment to an affiliate will not relieve CITHC from any of its obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. Any assignment to a Lender shall release CITHC from the portion of its commitment hereunder so assigned. Any and all obligations of, and services to be provided by, CIT and CITHC hereunder (including, without limitation, CITHC’s commitment) may be performed and any and all rights of CIT and CITHC hereunder may be exercised by or through any of their affiliates or branches. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor (as defined in the Term Sheet), which information includes names and addresses and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the Patriot Act.

This Commitment Letter, together with the Term Sheet and the Fee Letter, embodies the entire understanding among the parties hereto relating to the matters discussed herein and therein and supersedes all prior discussions, negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter hereof and thereof. No course of prior conduct or dealings between the parties hereto, no usage of trade, and no parole or extrinsic evidence of any nature, shall be used or be relevant to supplement, explain or modify any term used herein. Any modification or waiver of the Commitment or the terms hereof must be in writing, must be stated to be such and must be signed by an authorized representative of each party hereto.

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If you wish to accept the Commitment, please return executed counterparts of this Commitment Letter and the Fee Letter to CITHC, together with a wire transfer to CITHC’s order in the amount required by the Fee Letter, on or before 5:00 p.m., New York City time, on November 6, 2007; otherwise, the offer set forth herein shall automatically terminate on such date and time and be of no further force or effect. In the event that the initial borrowing in respect of the Senior Secured Facilities does not occur on or before December 31, 2007, then this Commitment Letter and CITHC’s commitment and undertakings hereunder shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension. Before such date, the Commitment Parties may terminate this Commitment Letter if any event occurs or information becomes available that, in their judgment, results or is likely to result in the failure to satisfy any condition precedent set forth or referred to herein or in the Term Sheet or the other exhibits hereto.

[Remainder of page intentionally left blank.]

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This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or electronic transmission shall be effective as a delivery of a manually executed counterpart of this Commitment Letter.

Very truly yours,

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APPENDIX A

SUMMARY TERMS AND CONDITIONS

The Providence Service Corporation

November 6, 2007

$253,000,000 Senior Secured Facilities

The Summary Terms and Conditions outlined below is the “Term Sheet” referred to in the Commitment Letter, dated November 6, 2007, from CITHC and CIT to The Providence Service Corporation (the “Commitment Letter”) that describes the Senior Secured Facilities. Terms used in this Term Sheet without definition have the meanings assigned to such terms in the Commitment Letter.

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Schedule A

INTEREST RATES

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