AGREEMENT AND PLAN OF MERGER by and among CHARTER LCI CORPORATION, THE PROVIDENCE SERVICE CORPORATION, PRSC ACQUISITION CORPORATION and CLCI AGENT, LLC Dated as of November 6, 2007Merger Agreement • November 7th, 2007 • Providence Service Corp • Services-social services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).
ESCROW AGREEMENTEscrow Agreement • November 7th, 2007 • Providence Service Corp • Services-social services • New York
This Escrow Agreement is dated as of November , 2007, by and among The Providence Service Corporation, a Delaware corporation (the “Company”), The Bank of New York Trust Company, N.A., as escrow agent (“Escrow Agent”), The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) and the persons and entities listed on the Schedule of Holders attached hereto as Schedule I (the “Holders”).
THE PROVIDENCE SERVICE CORPORATION as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee Indenture dated as of November , 2007 6.5% Convertible Senior Subordinated Notes due 2014Indenture • November 7th, 2007 • Providence Service Corp • Services-social services • New York
INDENTURE, dated as of November , 2007, between The Providence Service Corporation, a Delaware corporation, as the “Company” and The Bank of New York Trust Company, N.A., a national banking association, as Trustee.
Registration Rights Agreement Dated as of November , 2007 By and among The Providence Service Corporation and The Purchasers Named HereinRegistration Rights Agreement • November 7th, 2007 • Providence Service Corp • Services-social services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this day of November, 2007, among The Providence Service Corporation, a Delaware corporation (the “Company”), and the purchasers named on Exhibit A of the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
NOTE PURCHASE AGREEMENT BY AND AMONG THE PROVIDENCE SERVICE CORPORATION AND THE PURCHASERS NAMED HEREIN November 6, 2007Note Purchase Agreement • November 7th, 2007 • Providence Service Corp • Services-social services • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 6, 2007, by and among The Providence Service Corporation, a Delaware corporation (the “Company”) and the purchasers named in Exhibit A attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
