Second Amended and Restated Revolving Credit Note



 Exhibit 10.2 
  
 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

			
	$25,000,000	 	 June 28, 2005


  
 FOR VALUE RECEIVED,
the undersigned (the “Borrowers”), jointly and severally, hereby promise to pay to the order of Healthcare Business Credit Corporation, a Delaware corporation (the “Lender”), the principal amount of Twenty
Five Million United States Dollars (US $25,000,000), or so much thereof as shall have been advanced as Advances under the Loan Agreement referred to below and shall be outstanding, such payment to be made at such time or times and in the manner
specified for the Revolving Credit in the Loan Agreement (referred to below); provided, however, that all amounts due hereunder (including principal, interest, unpaid fees and Expenses and any other amounts then due and payable) shall be repaid in
full on or before the Revolving Credit Maturity Date. 
  
 This
Note is issued under and secured by a certain Second Amended and Restated Loan and Security Agreement of even date herewith, by and among the Borrowers and the Lender (as from time to time amended, restated, supplemented or otherwise modified, the
“Loan Agreement”). Terms used herein and not defined herein are used with the respective meanings set forth in the Loan Agreement. 
  
 Interest on the outstanding principal amount of each Advance evidenced by this Note shall accrue at the applicable rate or rates specified in, and be
payable in accordance with the terms of, the Loan Agreement. 
  
 The Loan Agreement provides for the acceleration of the payment of principal of and interest on this Note upon the happening of certain Events of Default as defined in the Loan Agreement. 
  
 Borrowers each waive presentment, demand for payment, notice of dishonor or
acceleration, protest and notice of protest, and any and all other notices or demands in connection with this Note, except any notice expressly required by the Loan Agreement. 
  
 This Note is an amendment and restatement of, but not issued in satisfaction of, that certain Revolving Credit Note dated
January 9, 2003, made by the Borrowers to the order of the Lender in the principal sum of $10,000,000.00, as amended and restated on September 30, 2003 (the “Original Note”). This Note is delivered in substitution of the Original Note, and
upon proper execution and delivery hereof, the Original Note shall be deemed null and void. 
  
 This Note shall be governed by and construed in accordance with the substantive laws of the State of New Jersey. The provisions of this Note are to be deemed severable, and the invalidity or unenforceability of any
provision shall not affect or impair the remaining provisions which shall continue in full force and effect. 
  
 SIGNATURES ON FOLLOWING PAGES 
  

 1 








 BORROWERS: 
  

							
	 THE PROVIDENCE SERVICE CORPORATION
	 	 PROVIDENCE OF ARIZONA, INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	PROVIDENCE SERVICE CORPORATION OF OKLAHOMA.	 	PROVIDENCE SERVICE CORPORATION OF TEXAS.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	PROVIDENCE SERVICE CORPORATION OF MAINE	 	FAMILY PRESERVATION SERVICES, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	FAMILY PRESERVATION SERVICES, OF NORTH CAROLINA, INC.	 	FAMILY PRESERVATION SERVICES OF FLORIDA, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	FAMILY PRESERVATION SERVICES OF WEST VIRGINIA, INC.	 	CAMELOT CARE CORPORATION
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	CYPRESS MANAGEMENT SERVICES, INC.	 	PROVIDENCE SERVICE CORPORATION OF DELAWARE.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO

  
 $25,000,000 Second Amended and Restated Revolving Credit Note 








							
	 FAMILY PRESERVATION SERVICES OF
 WASHINGTON
D.C., INC.
	 	RIO GRANDE MANAGEMENT COMPANY, LLC
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	DOCKSIDE SERVICES, INC.	 	 POTTSVILLE BEHAVIORAL
 COUNSELING GROUP,
INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	PROVIDENCE COMMUNITY SERVICES, LLC	 	COLLEGE COMMUNITY SERVICES
				
	By:	 	 /s/ Michael Deitch

	 	By:	 	 /s/ Michael Deitch


	Name:	 	Michael Deitch	 	Name:	 	Michael Deitch
	Title:	 	Secretary	 	Title:	 	Secretary
		
	CHOICES GROUP, INC.	 	 PROVIDENCE MANAGEMENT
 CORPORATION OF
FLORIDA

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Chris Reinecker


	Name:	 	Fletcher McCusker	 	Name:	 	Chris Reinecker
	Title:	 	CEO	 	Title:	 	Secretary

  
 $25,000,000 Second Amended and Restated Revolving Credit Note 








							
	CHILDREN’S BEHAVIORAL HEALTH, INC.	 	CAMELOT CARE CENTERS, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
			
	THE BEHAVIORAL ASSESSMENT CENTER, INC.	 	 	 	 
				
	By:	 	 /s/ Fletcher McCusker

	 	 	 	 
	Name:	 	Fletcher McCusker	 	 	 	 
	Title:	 	CEO	 	 	 	 

  
 $25,000,000 Second Amended and Restated Revolving Credit Note