AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
This Amendment No. 1 to Note Purchase Agreement (this “Amendment”) is dated as of November 9, 2007 and amends that certain Note Purchase Agreement dated as of November 6, 2007 (the “Purchase Agreement”), by and among The Providence Service Corporation, a Delaware corporation (the “Company”), and the Purchasers, as defined therein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Purchase Agreement.
WHEREAS, the Company and the Purchasers have entered into the Purchase Agreement for the purpose of the Company’s issuance and sale of the Notes.
WHEREAS, the Company and the Purchasers desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows.
1. Amendments to Purchase Agreement
1.1 Section 6.1(d) is hereby deleted in its entirety and replace with the following:
“(d) [Reserved].”
1.2 Section 6.2(f) is hereby deleted in its entirety.
2. It is hereby agreed and acknowledged by the Company and the Purchasers that the Escrow Agreement, in the form attached as Exhibit C to the Purchase Agreement, will be modified as follows: (i) the Notes will not be deposited in escrow; (ii) the Trustee shall act on behalf of, and for the benefit of, the Purchasers; and (iii) the Purchasers will not be parties to the Escrow Agreement.
3. The amendments to the Purchase Agreement shall be effective upon execution of this Amendment.
4. Except as explicitly amended hereby, the Purchase Agreement shall remain in full force and effect.
5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers as of the day and year first above written.
| The Providence Service Corporation | ||||
| By: | /s/ Xxxxxxxx X. XxXxxxxx | |||
| Name: | Xxxxxxxx X. XxXxxxxx | |||
| Title: | Chairman and Chief Executive Officer | |||
| Aristeia International Limited | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Portfolio Manager, Direct Investments, | |||
| Aristeia Capital, L.L.C., its Investment Manager | ||||
| Aristeia Partners, L.P. | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Portfolio Manager, Direct Investments, | |||
| Aristeia Capital, L.L.C. | ||||
| Aristeia Special Investments Master, L.P. | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Portfolio Manager, Direct Investments, | |||
| Aristeia Capital, L.L.C., its Investment Manager | ||||
| CC Arbitrage Ltd. | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Managing Director | |||
| CQS Convertible and Quantitative Strategies Master Fund Limited | ||||
| By: | /s/ Xxxxxx Xxx | |||
| Name: | Xxxxxx Xxx | |||
| Title: | Authorised Signatory of CQS (UK) LLP | |||
| Deutsche Bank AG, London Branch | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Managing Director | |||
| Deutsche Bank AG, London Branch | ||||
| By: | /s/ Xxxxxx Pan | |||
| Name: | Xxxxxx Pan | |||
| Title: | Managing Director | |||
| Fore Convertible Master Fund Ltd. | ||||||
| By: | Fore Research & Management, LP | |||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxx | |||||
| Title: | Chief Financial Officer | |||||
| GLG Market Neutral Fund | ||||||
| By: | GLG Partners LP as Investment Manager of | |||||
| GLG Market Neutral Fund | ||||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Chief Operating Officer | |||||
| GLG Partners LP | ||||||
| Highbridge International LLC | ||||||
| By: | Highbridge Capital Management, LLC, as trading manager | |||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxx | |||||
| Title: | Managing Director | |||||
| Steelhead Investments Ltd. | ||||||
| By: | HBK Services LLC, Investment Advisor | |||||
| By: | /s/ X. Xxxxx Xxxxxx, Jr. | |||||
| Name: | X. Xxxxx Xxxxxx, Jr. | |||||
| Title: | Authorized Signatory | |||||
| Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio | ||||||||||
| By: | RG Capital Management, L.P. | |||||||||
| By: | RGC Management Company, LLC | |||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||||||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||||||||
| Title: | Managing Director | |||||||||
| Kings Road Investments Ltd. | ||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
