Exhibit 10.112
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (the "Agreement") is made as of this 30th day of
November, 1998, by YOUTH SERVICES INTERNATIONAL OF TEXAS, INC., a Texas
corporation; YOUTH SERVICES INTERNATIONAL OF DELAWARE, INC., a Delaware
corporation; YOUTH SERVICES INTERNATIONAL OF MINNESOTA, INC., a Maryland
corporation; YOUTH SERVICES INTERNATIONAL OF ILLINOIS, INC., a Maryland
corporation; YOUTH SERVICES INTERNATIONAL OF MICHIGAN, INC., a Michigan
corporation and YOUTH SERVICES INTERNATIONAL OF SOUTHEASTERN PROGRAMS, INC., a
Maryland corporation (collectively, the "Obligors"), YOUTH SERVICES
INTERNATIONAL, INC., a Maryland corporation ("YSI"), and FIRST UNION NATIONAL
BANK, successor to SIGNET BANK, successor by merger to SIGNET BANK/MARYLAND (the
"Bank").
Recitals
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A. The Bank and YSI and certain of YSI's wholly-owned subsidiaries
executed a Loan and Security Agreement dated June 20, 1995 (the "Loan
Agreement") as amended by a First Amendment to Loan and Security Agreement dated
December 12, 1996, a Second Amendment to Loan and Security Agreement dated
October 31, 1997, a Letter from the Bank dated June 11, 1998 and a Third
Amendment to Loan and Security Agreement dated as of even date herewith
(collectively, the "Loan Agreement").
B. The indebtedness authorized in the Loan Agreement is evidenced by a
Master Revolving Promissory Note dated as of June 20, 1995, which was amended
and restated in an Amended and Restated Master Revolving Promissory Note dated
December 12, 1996, and two allonges, in the maximum principal amount of Twenty
Million Dollars ($20,000,000) (collectively, the "Promissory Note"), and the
liability among the Borrowers is joint and several. At the time of entering
into the Loan Agreement, the parties contemplated that from time to time an
additional corporate party would be permitted to become a "Borrower" under the
Loan Agreement and to assume the Obligations of the Borrowers under the Loan
Agreement as evidenced by the Promissory Note.
C. The Obligors each desire to become entitled to the benefits of the Loan
Agreement and to assume all obligations and covenants to repay all of the
Obligations of the Borrowers thereunder upon the terms provided for in the Loan
Agreement, the Promissory Note and all other Loan Documents.
NOW, THEREFORE, the parties hereto, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, intending to be legally bound,
agree as follows:
Section 1. Recitals and Definitions. The Recitals above are incorporated
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in and are a part of this Agreement. All capitalized terms used in this
Agreement shall have the meanings ascribed to those terms in the Loan Agreement,
unless otherwise expressly defined herein.
Section 2. Assumption of Obligations. Each of the Obligors hereby
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assumes, and promises to repay, all Obligations described in the Loan Agreement,
as now or hereafter existing, including all principal, interest, fees, charges
and expenses provided in the Promissory Note. The liability of each Obligor
shall be joint and several with YSI and all other Borrowers and Obligors. The
terms of the Loan Agreement, Promissory Note and Loan Documents, as amended,
restated, modified, or extended, are expressly incorporated herein by this
reference and constitute a part of this Agreement as if fully set forth herein,
and the Obligors acknowledge and agree to all of the terms, provisions and
conditions thereof. Without limiting the generality of the foregoing, each
Obligor (a) specifically nominates, constitutes and appoints YSI as its agent
and attorney in fact to execute and deliver any and all documentation required
by or related to any of the Loan Documents, such power constituting a power
coupled with an interest and is irrevocable, and (b) acknowledges and agrees to
be bound by the terms of Section 10.16 of the Loan Agreement which provides for
the right of each Borrower (including the Obligors) to obtain reimbursement from
each other Borrower (including the Obligors) for any payment made by any such
party in respect of the Obligations, to the extent that such payment exceeds the
benefit realized by such party from the Loan. Notwithstanding the above, each
Obligor acknowledges that its liability is joint and several with all other
Borrowers and Obligors.
Section 3. Representations of Obligors. The Obligors represent and
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warrant to the Bank as follows:
3.1 Name, Powers. (a) The true legal name and place of
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incorporation of each Obligor is as stated in the beginning of this Agreement.
Each Obligor is in good standing under the laws of the State of its
incorporation, and is authorized to own its properties and conduct its business
as now being conducted.
3.2 Inducement. The Obligors join in the execution of this
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Agreement to induce the Bank to make Advances under the Loan Agreement for the
benefit of the Obligors and all other Borrowers. Each Obligor makes all
representations and warranties set forth in the Loan Agreement as to itself. The
Bank is justified in relying upon the representations and covenants of each
Obligor under the Loan Agreement.
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Section 4. Status of Monetary Obligations. As of the date of November 30,
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1998, the outstanding and unpaid principal balance due under the Promissory Note
is $0.00.
Section 5. YSI Consent. YSI joins in the execution of this Assumption
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Agreement to evidence its request that the Obligors be added as Borrowers under
the Loan Agreement and Promissory Note, and agrees to be bound by all of the
terms, conditions and provisions of the Loan Agreement with respect to the
Obligors.
Section 6. Bank's Consent. The Bank joins in the execution of this
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Agreement to evidence its consent to the joinder of the Obligors as Borrowers
under the Loan Agreement and Promissory Note.
IN WITNESS WHEREOF, the parties hereunto set their hands and seals the day
first above written.
WITNESS/ATTEST: YOUTH SERVICES INTERNATIONAL OF
TEXAS, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
DELAWARE, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
[SIGNATURES CONTINUED]
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YOUTH SERVICES INTERNATIONAL OF
MINNESOTA, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
ILLINOIS, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
MICHIGAN, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL
SOUTHEASTERN PROGRAMS, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Vice President
[SIGNATURES CONTINUED]
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YOUTH SERVICES INTERNATIONAL, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx (SEAL)
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Xxxx X. Xxxxxxx
Senior Vice President - -
Chief Financial Officer and
General Counsel
FIRST UNION NATIONAL BANK
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx (SEAL)
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Xxxxx Xxxxx
Vice President
[SIGNATURES END]
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