Form 8B – DE/PA/MD (COJ) Rev. 10/16 Amended and Restated Committed Line Of Credit Note (LIBOR) $300,000,000.00 July 11, 2017 FOR VALUE RECEIVED, HEALTHCARE SERVICES GROUP, INC., HCSG STAFF LEASING SOLUTIONS, LLC, HCSG LABOR SUPPLY, LLC, HCSG EAST,...
Form 8B – DE/PA/MD (COJ) Rev. 10/16
Amended and Restated
Committed Line Of Credit Note
(LIBOR)
$300,000,000.00 July 11, 2017
FOR VALUE RECEIVED, HEALTHCARE SERVICES GROUP, INC., HCSG STAFF LEASING
SOLUTIONS, LLC, HCSG LABOR SUPPLY, LLC, HCSG EAST, LLC, HCSG CENTRAL, LLC, HCSG
WEST, LLC and HCSG EAST LABOR SUPPLY, LLC (individually and collectively, the “Borrower”), with
an address at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, jointly and
severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful
money of the United States of America in immediately available funds at its offices located at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000, or at such other location as the Bank may designate from time to time, the principal sum
of THREE HUNDRED MILLION AND 00/100 DOLLARS ($300,000,000.00) (the “Facility”) or such lesser
amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the
outstanding principal balance from the date hereof, all as provided below.
1. Advances. The Borrower may request advances, repay and request additional advances hereunder until the
Expiration Date, subject to the terms and conditions of this Note and the Loan Documents (as hereinafter defined).
The “Expiration Date” shall mean December 18, 2018, or such later date as may be designated by the Bank by
written notice from the Bank to the Borrower. The Borrower acknowledges and agrees that in no event will the
Bank be under any obligation to extend or renew the Facility or this Note beyond the Expiration Date. The Borrower
may request advances hereunder upon giving oral or written notice to the Bank by 11:00 a.m. (Philadelphia,
Pennsylvania time) three (3) Business Days prior to the proposed advance, followed promptly thereafter by the
Borrower’s written confirmation to the Bank of any oral notice. The aggregate unpaid principal amount of advances
under this Note shall not exceed the face amount of this Note.
2. Rate of Interest. Except as otherwise provided herein, all advances outstanding under this Note will bear
interest at a rate per annum equal to (A) LIBOR plus (B) seventy-five (75) basis points (0.75%) (the “LIBOR
Rate”), for the LIBOR Interest Period.
For purposes hereof, the following terms shall have the following meanings:
“Base Rate” shall mean the highest of (A) the Prime Rate, and (B) the sum of the Overnight Bank Funding
Rate plus fifty (50) basis points (0.50%). If and when the Base Rate (or any component thereof) changes,
the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change
automatically without notice to the Borrower, effective on the date of any such change. There are no
required minimum interest periods for amounts bearing interest at the Base Rate.
“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required by law to be closed for business in Philadelphia, Pennsylvania.
“LIBOR” shall mean, with respect to any advance to which the LIBOR Option applies for the applicable
LIBOR Interest Period, the interest rate per annum determined by the Bank by dividing (the resulting
quotient rounded upwards, at the Bank’s discretion, to the nearest 1/100th of 1%) (i) the rate of interest
determined by the Bank in accordance with its usual procedures (which determination shall be conclusive
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
absent manifest error) to be the eurodollar rate two (2) Business Days prior to the first day of such LIBOR
Interest Period for an amount comparable to such advance and having a borrowing date and a maturity
comparable to such LIBOR Interest Period by (ii) a number equal to 1.00 minus the LIBOR Reserve
Percentage; provided, however, if LIBOR, determined as provided above, would be less than zero, then
LIBOR shall be deemed to be zero.
“LIBOR Interest Period” shall mean, with respect to the LIBOR Rate, the period of one (1) month as
selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, commencing
on the date of disbursement of an advance (or the date of conversion of advances (a) from one LIBOR
Interest Period to another or (b) to the LIBOR Rate, in the event that such advances bear interest at the Base
Rate (as hereinafter defined) as a result of any of the circumstances as set forth herein which give rise to
the suspension of the LIBOR Rate) and each successive period selected by the Borrower thereafter;
provided that, (i) if a LIBOR Interest Period would end on a day which is not a Business Day, it shall end
on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which
case the LIBOR Interest Period shall end on the next preceding Business Day, (ii) the Borrower may not
select a LIBOR Interest Period that would end on a day after the Expiration Date, and (iii) any LIBOR
Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no
numerically corresponding day in the last calendar month of such LIBOR Interest Period) shall end on the
last Business Day of the last calendar month of such LIBOR Interest Period.
“LIBOR Reserve Percentage” shall mean the maximum effective percentage in effect on such day as
prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining
the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”).
“Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal
funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions,
as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”), as set
forth on its public website from time to time, and as published on the next succeeding Business Day as the
overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as
Bloomberg) selected by the Bank for the purpose of displaying such rate); provided, that if such day is not
a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately
preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer
exist, a comparable replacement rate determined by the Bank at such time (which determination shall be
conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less
than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of
each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.
“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its prime rate. The
Prime Rate is determined from time to time by the Bank as a means of pricing some loans to its borrowers.
The Prime Rate is not tied to any external rate of interest or index, and does not necessarily reflect the
lowest rate of interest actually charged by the Bank to any particular class or category of customers.
LIBOR shall be adjusted on and as of the effective date of any change in the LIBOR Reserve Percentage. The Bank
shall give prompt notice to the Borrower of LIBOR as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.
If the Bank determines (which determination shall be final and conclusive) that, by reason of circumstances
affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are not being offered to
banks in the eurodollar market for the selected term, or adequate means do not exist for ascertaining LIBOR, then
the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, (a) the availability of the LIBOR Rate shall be
suspended, and (b) the interest rate for all advances then bearing interest at the LIBOR Rate shall be converted at
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
the expiration of the then current LIBOR Interest Period(s) to a fluctuating per annum rate of interest equal to the
Base Rate.
In addition, if, after the date of this Note, the Bank shall determine (which determination shall be final and
conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation,
or any change in the interpretation or administration thereof by a governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any
guideline, request or directive (whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on
LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that
the circumstances giving rise to such determination no longer apply, (a) the availability of the LIBOR Rate shall be
suspended, and (b) the interest rate on all advances then bearing interest at the LIBOR Rate shall be converted to
the Base Rate either (i) on the last day of the then current LIBOR Interest Period(s) if the Bank may lawfully
continue to maintain advances based on LIBOR to such day, or (ii) immediately if the Bank may not lawfully
continue to maintain advances based on LIBOR.
3. Advance Procedures. If permitted by the Bank, a request for advance may be made by telephone or
electronic mail, with such confirmation or verification (if any) as the Bank may require in its discretion from time
to time. A request for advance by any Borrower shall be binding upon Borrower, jointly and severally. The
Borrower authorizes the Bank to accept telephonic and electronic requests for advances, and the Bank shall be
entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and
holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including
reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonic and
electronic requests or by the making of such advances. The Bank will enter on its books and records, which entry
when made will be presumed correct, the date and amount of each advance, as well as the date and amount of each
payment made by the Borrower.
4. Payment Terms. The Borrower shall pay accrued interest on the unpaid principal balance of this Note in
arrears: (a) for advances bearing interest at the LIBOR Rate, on the last day of the respective LIBOR Interest Period
for such advance, (b) for advances bearing interest at the Base Rate, on the first day of each month during the term
hereof, and (c) for all advances, at maturity, whether by acceleration of this Note or otherwise, and after maturity,
on demand until paid in full. All outstanding principal and accrued interest hereunder shall be due and payable in
full on the Expiration Date.
If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the
State where the Bank’s office indicated above is located, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in computing interest in connection with such payment.
The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for any payment
when due hereunder. Payments received will be applied to charges, fees and expenses (including attorneys’ fees),
accrued interest and principal in any order the Bank may choose, in its sole discretion.
5. Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other
amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and
payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount
of such payment or $100.00 (the “Late Charge”). Such fifteen (15) day period shall not be construed in any way
to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at
the Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance
thereof, each advance outstanding under this Note shall bear interest at a rate per annum (based on the actual number
of days that principal is outstanding over a year of 360 days) which shall be three percentage points (3%) in excess
of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law
(the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this
Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying
the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the
Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law,
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate
reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late
Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by
the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty.
6. Prepayment. The Borrower shall have the right to prepay any advance hereunder at any time and from
time to time, in whole or in part; subject, however, to payment of any break funding indemnification amounts owing
pursuant to paragraph 8 below.
7. Increased Costs; Yield Protection. On written demand, together with written evidence of the justification
therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by
the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital
or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve
System) on the Bank, its holding company or any of their respective assets relative to the Facility. “Change in
Law” means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance
of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority;
provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.
8. Break Funding Indemnification. The Borrower agrees to indemnify the Bank against any liabilities,
losses or expenses (including, without limitation, loss of margin, any loss or expense sustained or incurred in
liquidating or employing deposits from third parties, and any loss or expense incurred in connection with funds
acquired to effect, fund or maintain any advance (or any part thereof) bearing interest based on LIBOR) which the
Bank sustains or incurs as a consequence of either (i) the Borrower’s failure to make a payment on the due date
thereof, (ii) the Borrower’s revocation (expressly, by later inconsistent notices or otherwise) in whole or in part of
any notice given to Bank to request, convert, renew or prepay any advance bearing interest based on LIBOR, or
(iii) the Borrower’s payment or prepayment (whether voluntary, after acceleration of the maturity of this Note or
otherwise) or conversion of any advance bearing interest based on LIBOR on a day other than the regularly
scheduled due date therefor. A notice as to any amounts payable pursuant to this paragraph given to the Borrower
by the Bank shall, in the absence of manifest error, be conclusive and shall be payable upon demand. The
Borrower’s indemnification obligations hereunder shall survive the payment in full of the advances and all other
amounts payable hereunder.
9. Other Loan Documents. This Note is issued in connection with an Amended and Restated Loan
Agreement between the Borrower and the Bank, dated December 18, 2013, as amended, and the other agreements
and documents executed and/or delivered in connection therewith or referred to therein, the terms of which are
incorporated herein by reference (as amended, modified or renewed from time to time, collectively the “Loan
Documents”), and is secured by the property (if any) described in the Loan Documents and by such other collateral
as previously may have been or may in the future be granted to the Bank to secure this Note.
10. Events of Default. The occurrence of any of the following events will be deemed to be an “Event of
Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when
due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or any
Obligor’s failure to observe or perform any covenant or other agreement, under or contained in any Loan Document
or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor
to the Bank; provided, however, that, no such failure to observe or perform any such covenant or other agreement
(excluding financial covenants, financial reporting covenants, and negative covenants) shall constitute an Event of
Default unless such failure continues for a period of 30 days after the earlier to occur of (a) the date when any
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
Obligor becomes aware of such failure and (b) the date when the Bank gives written notice to the Borrower of such
failure; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted
against any Obligor, such proceeding is not dismissed or stayed within 60 days of the commencement thereof,
provided that the Bank shall not be obligated to advance additional funds hereunder during such period); (iv) any
assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding
is instituted against any property of any Obligor held by or deposited with the Bank; (v) a default with respect to
any other indebtedness of any Obligor for borrowed money, if the effect of such default is to cause or permit the
acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or
attachment against any collateral securing the obligations of any Obligor to the Bank; (vii) the entry of a final
judgment against any Obligor and the failure of such Obligor to discharge the judgment within ten (10) days of the
entry thereof; (viii) any material adverse change in any Obligor’s business, assets, operations, financial condition
or results of operations; (ix) any Obligor ceases doing business as a going concern; (x) any representation or
warranty made by any Obligor to the Bank in any Loan Document or any other documents now or in the future
evidencing or securing the obligations of any Obligor to the Bank, is false, erroneous or misleading in any material
respect when made or when deemed made; (xi) if this Note or any guarantee executed by any Obligor is secured,
the failure of any Obligor to provide the Bank with additional collateral if in the Bank’s opinion at any time or
times, the market value of any of the collateral securing this Note or any guarantee has depreciated below that
required pursuant to the Loan Documents or, if no specific value is so required, then in an amount deemed material
by the Bank; (xii) the revocation or attempted revocation, in whole or in part, of any guarantee by any Obligor; or
(xiii) the death, incarceration, indictment or legal incompetency of any individual Obligor or, if any Obligor is a
partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any
individual general partner or member. As used herein, the term “Obligor” means any Borrower and any guarantor
of, or any pledgor, mortgagor or other person or entity providing collateral support for, the Borrower’s obligations
to the Bank existing on the date of this Note or arising in the future.
Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances
hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal
balance and accrued interest hereunder together with any additional amounts payable hereunder shall be
immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur,
the outstanding principal balance and accrued interest hereunder together with any additional amounts payable
hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become
immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default Rate from the date
of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and
remedies available under the Loan Documents or under applicable law.
11. Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities
or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the
Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a
contractual right of setoff against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns,
conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all of
the Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit
with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc.,
whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding, however, all IRA, Xxxxx, and trust accounts. Every such security interest and
right of setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff shall
be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any
action of the Bank, although the Bank may enter such setoff on its books and records at a later time.
12. Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants
to the Bank, as of the date of this Note, the date of each advance of proceeds under the Facility, the date of any
renewal, extension or modification of the Facility, and at all times until the Facility has been terminated and all
amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii)
has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii)
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
does business in or with, or derives any of its operating income from investments in or transactions with, any
Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any
Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in, finance any
investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of
any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the
Facility are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no
Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but
not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall immediately notify the Bank
in writing upon the occurrence of a Reportable Compliance Event.
As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs
and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced
from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of
Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and
Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange
Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of
collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in
connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a
Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from
regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any
Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual
or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions
program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group,
regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred
person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property
or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or
specially designated under, any sanctions program maintained by any Compliance Authority.
13. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is
controlled by or is under common control with the Bank, and each of their respective directors, officers and
employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against
any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external
counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor)
which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person,
entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower),
in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents
or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a
representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim,
proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or
tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing
indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to
an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section
shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights
hereunder. The Borrower may participate at its expense in the defense of any such action or claim.
14. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or
permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to
borrowing requests or as otherwise provided in this Note) and will be effective upon receipt. Notices may be given
in any manner to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid,
facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving
Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by
a party from time to time. Notices may be sent to a party’s address as set forth above or to such other address as
any party may give to the other for such purpose in accordance with this paragraph. No delay or omission on the
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Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a
waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The
Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the
Bank may have under other agreements, at law or in equity. No modification, amendment or waiver of, or consent
to any departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed
by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing
missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank
shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The
Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in
the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees
and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in
any respect by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and
all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice
of non-payment. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this
Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and
several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the
Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time
may assign this Note in whole or in part.
This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State where the
Bank’s office indicated above is located. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE
THE BANK’S OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING
WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE
WHERE THE BANK’S OFFICE INDICATED ABOVE IS LOCATED (OR, TO THE EXTENT CONTROLLING, THE LAWS
OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN
GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court in the county or judicial district where the Bank’s office indicated above is
located; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any
award or judgment or exercising any rights against the Borrower individually, against any security or against any
property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower
acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the
Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in
any action instituted under this Note.
15. Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being
incurred by the Borrower solely for the purpose of acquiring or carrying on a business, professional or commercial
activity, and not for personal, family or household purposes.
16. USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each
Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the
business name, business address, taxpayer identifying number and other information that will allow the Bank to
identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may
also need to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
17. Authorization to Obtain Credit Reports. By signing below, each Borrower who is an individual provides
written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain the
Borrower’s personal credit profile from one or more national credit bureaus. Such authorization shall extend to
obtaining a credit profile in considering this Note and subsequently for the purposes of update, renewal or extension
of such credit or additional credit and for reviewing or collecting the resulting account.
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
18. Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees
that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card,
agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form
of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic
signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use
or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic
form (such as scanned into PDF format) for transmission, delivery and/or retention.
19. Amendment and Restatement. This Note amends and restates, and is in substitution for, that certain
Amended and Restated Committed Line of Credit Note in the original principal amount of $200,000,000.00 payable
to the order of the Bank and dated June 9, 2015 (the "Existing Note"). However, without duplication, this Note
shall in no way extinguish, cancel or satisfy Borrower’s unconditional obligation to repay all indebtedness
evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein is intended to
extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage
with respect to any Obligor’s obligations hereunder and under any other document relating hereto.
REMAINDER OF XXXX INTENTIONALLY LEFT BLANK
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
20. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE
RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all the provisions of this Note, including the
confession of judgment and the waiver of jury trial, and has been advised by counsel as necessary or
appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first written above, with the
intent to be legally bound hereby.
WITNESS / ATTEST: HEALTHCARE SERVICES GROUP, INC.
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
HCSG STAFF LEASING SOLUTIONS,
LLC
By: Healthcare Services Group, Inc., its Sole
Member
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
HCSG LABOR SUPPLY, LLC
By: Healthcare Services Group, Inc., its Sole
Member
By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
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Form 8B – DE/PA/MD (COJ) Rev. 10/16
(SIGNATURES CONTINUED FROM PREVIOUS PAGE)
HCSG EAST, LLC
By: Healthcare Services Group, Inc., its Sole
Member
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
HCSG CENTRAL, LLC
By: Healthcare Services Group, Inc., its Sole
Member
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
HCSG WEST, LLC
By: Healthcare Services Group, Inc., its Sole
Member
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)
HCSG EAST LABOR SUPPLY, LLC
By: Healthcare Services Group, Inc., its Sole
Member
____________________________________ By:_________________________________
(SEAL)
Print Name:___________________________ Print Name:__________________________
Title:________________________________ Title:_______________________________
(Include title only if an officer of entity signing to the right)