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/ Fletcher J. McCusker
		 	Name:	 	Fletcher J. McCusker
		 	Title:	 	Chairman and Chief Executive Officer

  

					
	Aristeia International Limited
		
	By:	 	/s/ Chong Park
		 	Name:	 	Chong Park
		 	Title:	 	Portfolio Manager, Direct Investments,
		 		 	    Aristeia Capital, L.L.C., its Investment Manager

  

					
	Aristeia Partners, L.P.
		
	By:	 	/s/ Chong Park
		 	Name:	 	Chong Park
		 	Title:	 	Portfolio Manager, Direct Investments,
		 		 	    Aristeia Capital, L.L.C.

  

					
	Aristeia Special Investments Master, L.P.
		
	By:	 	/s/ Chong Park
		 	Name:	 	Chong Park
		 	Title:	 	Portfolio Manager, Direct Investments,
		 		 	    Aristeia Capital, L.L.C., its Investment Manager









					
	CC Arbitrage Ltd.
		
	By:	 	/s/ Allan Weine
		 	Name:	 	Allan Weine
		 	Title:	 	Managing Director

  

					
	CQS Convertible and Quantitative Strategies Master Fund Limited
		
	By:	 	/s/ Alanna Lee
		 	Name:	 	Alanna Lee
		 	Title:	 	 Authorised Signatory of CQS (UK) LLP
as Investment Advisor


  

					
	Deutsche Bank AG, London Branch
		
	By:	 	/s/ Jeremy Benkiewicz
		 	Name:	 	Jeremy Benkiewicz
		 	Title:	 	Managing Director

  

					
	Deutsche Bank AG, London Branch
		
	By:	 	/s/ George Pan
		 	Name:	 	George Pan
		 	Title:	 	Managing Director

  

							
	Fore Convertible Master Fund Ltd.
		
	By:	 	Fore Research & Management, LP
		 	By:	 	/s/ Daniel Agranoff
		 		 	Name:	 	Daniel Agranoff
		 		 	Title:	 	Chief Financial Officer









							
	GLG Market Neutral Fund
		
	By:	 	GLG Partners LP as Investment Manager of
		 	     GLG Market Neutral Fund
		 	By:	 	/s/ Simon White
		 		 	Name:	 	Simon White
		 		 	Title:	 	Chief Operating Officer
		 		 		 	    GLG Partners LP

  

							
	Highbridge International LLC
		
	By:	 	Highbridge Capital Management, LLC, as trading manager
		 	By:	 	/s/ Noah Greenhill
		 		 	Name:	 	Noah Greenhill
		 		 	Title:	 	Managing Director

  

							
	Steelhead Investments Ltd.
		
	By:	 	HBK Services LLC, Investment Advisor
		 	By:	 	/s/ J. Baker Gentry, Jr.
		 		 	Name:	 	J. Baker Gentry, 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/ Gerald F. Stahlecker
		 		 		 	Name:	 	Gerald F. Stahlecker
		 		 		 	Title:	 	Managing Director









					
	Kings Road Investments Ltd.
		
	By:	 	/s/ Erik Caspersen
		 	Name:	 	Erik Caspersen
		 	Title:	 	Authorized Signatory