Amendment No. 1 to the Credit and Guarantee Agreement



 Exhibit 10.1 
 AMENDMENT NO. 1 dated as of March 11, 2009 (this “Amendment No. 1”) to the Credit Agreement referred to below among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation
(the “Borrower”), the Required Lenders (as such term is defined in the Credit Agreement), and CIT HEALTHCARE LLC, as Administrative Agent (the “Administrative Agent”). 
 PRELIMINARY STATEMENTS: 
 Reference
is hereby made to the Credit and Guaranty Agreement dated as of December 7, 2007 (the “Credit Agreement”) among the Borrower, the banks, financial institutions and other institutional lenders party thereto, the
Administrative Agent, and the other agents thereto. Capitalized terms not otherwise defined in this Amendment No. 1 have the same meanings as specified in the Credit Agreement. 
 The parties hereto agree to amend the Credit Agreement as set forth herein on the terms and conditions set forth herein. 
 SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below) and
subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows: 
 (a) The
following definitions in Section 1.01 are amended and restated in their entirety: 
 “‘Applicable Margin’
means the following percentages per annum: (a) with respect to Loans, 5.50% for Base Rate Loans and 6.50% for LIBOR Loans and (b) with respect to Letters of Credit, 6.50%; provided, that in each case, each percentage specified above
in this definition of Applicable Margin shall increase by (x) 0.75% effective as of September 30, 2009 if the Consolidated Senior Leverage Ratio for the four Fiscal Quarters ending on such date is greater than 4.13 : 1.00 and
(y) 0.25% effective as of December 31, 2009 if the Consolidated Senior Leverage Ratio for the four Fiscal Quarters ending on such date is greater than 3.62 : 1.00; provided, further, that if the Consolidated Senior Leverage
Ratio for the four Fiscal Quarters ending September 30, 2009 is less than or equal to 4.13 : 1.00 and the Consolidated Senior Leverage Ratio for the four Fiscal Quarters ending December 31, 2009 is greater than 3.62 : 1.00, the Applicable
Margin shall increase by 1.00% effective as of December 31, 2009. For the avoidance of doubt, the aggregate increases in clauses (x) and (y) in the preceding sentence shall not exceed 1.00%.” 
 “‘Consolidated EBITDA’ means, for any period for the Consolidated Group on a consolidated basis (without duplication), an
amount equal to (a) Consolidated Net Income for such period, minus, (b) to the extent included in calculating Consolidated Net Income, the sum of, without duplication, (i) interest income (whether cash or non-cash) for such period,
(ii) income tax credits for such period and (iii) gain from extraordinary or non-recurring items for 








 
such period, plus (c) the following to the extent deducted in calculating such Consolidated Net Income, (i) Consolidated Interest Charges for such
period, (ii) the provision for federal, state, local and foreign income taxes payable by the Consolidated Group for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) all of the transaction
fees, costs and expenses incurred by the Borrower in connection with the Target Acquisition in such period (including without limitation, fees associated with the negotiation and execution of this Agreement and the issuance of the Convertible Notes
but exclusive of legal fees) in an aggregate amount not to exceed $20,000,000, (v) the amount of bonuses paid to employees, officers and the executive management team of the Borrower in connection with the Target Acquisition in such period in
an aggregate amount not to exceed $1,000,000 (vi) directors’ and officers’ insurance premiums, fees in connection with the filing of notification and report forms under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, in connection with the Target Acquisition, accountants’ fees, the bonuses paid to the executive management team of the Target, investment banking fees, legal fees and management transaction fees, in each case incurred by the Target in
connection with the Target Acquisition in such period in an aggregate amount not to exceed $5,500,000, (vii) other accounting, consulting, amendment and legal fees, costs and expenses incurred by the Target in such period and not related to the
Target Acquisition in an aggregate amount not to exceed $1,700,000, (viii) the net settlement amount paid to the Washington Metropolitan Area Transit Authority in such period in an aggregate amount not to exceed $850,000, (ix) fees, costs
and expenses incurred by the Target to Capital Associates, Inc. in such period in an aggregate amount not to exceed $1,558,000, (x) the amount reserved in such period with respect to Community Partnership of Southern Arizona in an amount not to
exceed $4,018,000 in respect of losses incurred in 2006 and 2007, (xi) all of the transaction fees, costs and expenses incurred by the Borrower in connection with Amendment No. 1 to this Agreement for such period in an aggregate amount not
to exceed $250,000 and any other fees or costs paid to the Administrative Agent or the Lenders during such period, (xii) fees, costs, charges and expenses (including legal fees) incurred in connection with Permitted Acquisitions, Dispositions,
equity transactions and any restructuring or reorganization of the Borrower’s operations in such period in an aggregate amount not to exceed $10,000,000 during the term of this Agreement; provided, such fees, costs, charges and expenses
in connection with (A) the sale of LogistiCare, Inc. shall not exceed $5,000,000 in the aggregate during the term of this Agreement and (B) Permitted Acquisitions shall not exceed (i) $5,000,000 in the aggregate during the term of
this Agreement and (ii) $2,000,000 in the aggregate during any such period, (xiii) severance costs for such period in an aggregate amount not to exceed $3,000,000 during the term of this Agreement, (xiv) losses and expenses incurred
during such period in connection with claims for which the Borrower reasonably expects to be indemnified in an aggregate amount not to exceed $500,000, (xv) fees, costs, charges and expenses (including legal fees) incurred in connection with
any disputes with dissident shareholders (including in connection with any Section 220 demands, proxy fights or consent solicitations) during such period in an aggregate amount not to exceed $3,000,000 during the term of this Agreement,
(xvi) losses, fees, costs, charges and expenses (including legal fees) incurred in connection with the British Columbia, Canada contract dispute and arbitration in such period in an aggregate amount not to exceed Cdn.$3,500,000 during the term
of this Agreement, (xvii) recurring non-cash stock compensation expenses incurred in such period, (xviii) the amount of any write-offs or increases in reserves during the Fiscal Quarter ending December 31, 2008 for uncollected
accounts receivable in an amount not to exceed the amount previously disclosed to the Agent and the 

  

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Lenders and (xix) all other non-recurring non-cash charges (including non-cash stock or equity compensation) in such period for which no cash outlay
prior to the Termination Date is foreseeable.” 
 “‘Consolidated Fixed Charges Coverage Ratio’ means, as of
any date of determination, the ratio of (a) Consolidated EBITDA for the four Fiscal Quarters most recently completed on or prior to such date less Capital Expenditures in such period to (b) Consolidated Fixed Charges for such period;
provided, that for purposes of calculating the Consolidated Fixed Charges Coverage Ratio for (i) the four Fiscal Quarter period ending March 31, 2009, (A) each component of Capital Expenditures and Consolidated Fixed Charges
shall be the respective amount for the Fiscal Quarter ending March 31, 2009 multiplied by four and (B) Consolidated EBITDA shall equal Consolidated EBITDA for the three months ending March 31, 2009 multiplied by four, (ii) the
four Fiscal Quarter period ending June 30, 2009, (A) each component of Capital Expenditures and Consolidated Fixed Charges shall be the respective amount for the two Fiscal Quarter period ending June 30, 2009 multiplied by two and
(B) Consolidated EBITDA shall equal Consolidated EBITDA for the two Fiscal Quarter period ending June 30, 2009 multiplied by two and (iii) the four Fiscal Quarter period ending September 30, 2009, (A) each component of
Capital Expenditures and Consolidated Fixed Charges shall be the respective amount for the three Fiscal Quarter period ending September 30, 2009 multiplied by four-thirds and (B) Consolidated EBITDA shall equal Consolidated EBITDA for the
three Fiscal Quarters ending September 30, 2009 multiplied by four-thirds.” 
 “‘Lender’ means each
Person identified as a “Lender” on the signature pages hereto.” 
 “‘Loan’ means an extension of
credit by a Lender to the Borrower under Article 2 in the form of a Term Loan and/or a Revolving Loan.” 
 “‘Note’ or ‘Notes’ means each Term Note and/or each Revolving Note, individually or collectively, as appropriate.” 
 (b) Section 1.01 is amended by adding the following definitions in the appropriate alphabetical order: 
 “‘Amendment No. 1 Effective Date’ has the meaning specified in Amendment No. 1 to this Agreement.”

 (c) Section 1.01 is amended by deleting the following definitions in their entirety: “Assuming Lender”, “Incremental
Term Loan”, “Incremental Term Loan Commitment Date”, “Incremental Term Loan Effective Date”, “Incremental Term Loan Lenders”, “Incremental Term Loan Note”, “Participating Lender” and
“Prospective Lender”. 
 (d) The definition of “Consolidated Senior Leverage Ratio” is amended by: (1) inserting the
words “as of such date” after the words “Funded Indebtedness” in the second line thereof and (2) inserting the words “on or” after the word “completed” in the third line thereof. 
 (e) The definition of “Consolidated Total Leverage Ratio” is amended by inserting the words “on or” after the word
“completed” in the third line thereof. 
  

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 (f) The definition of “Letter of Credit Sublimit” in Section 1.01 is amended by deleting
“$40,000,000” in the second line thereof and replacing it with “$30,000,000”. 
 (g) The definition of “Pro Rata
Share” is amended by: (1) deleting the comma at the end of clause (a) therein and replacing it with the word “and”, (2) deleting “, and” at the end of clause (b) therein and replacing it with a period,
and (3) deleting clause (c) therein and the proviso that follows it in their entirety. 
 (h) The last sentence in the definition
of “Revolving Commitment” in Section 1.01 is amended and restated in its entirety as follows: “The aggregate amount of the Revolving Commitments as of the Amendment No. 1 Effective Date is $30,000,000.” 
 (i) Section 2.04(b)(ii) is amended by inserting the following at the end thereof: “; provided, further however, that
notwithstanding anything herein to the contrary, any Net Cash Proceeds of any Disposition made with the permission of the Required Lenders shall be used to prepay the Loans as hereinafter provided not later than thirty (30) days after such
Disposition in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition.” 
 (j) Section 2.10(a) is amended
by: (1) deleting the comma at the end of clause (i) therein and replacing it with the word “and”, (2) deleting the comma at the end of clause (ii) therein and replacing it with a period, and (3) deleting clause
(iii) therein in its entirety. 
 (k) Section 2.13 is deleted in its entirety. 
 (l) Section 4.02(e) is deleted in its entirety. 
 (m) Section 6.01 is amended by (1) deleting the word “and” at the end of clause (a) therein, (2) deleting the period at the end of clause (b) therein and replacing it with “;
and” and (3) inserting a new clause (c) therein to read as follows: 
 “(c) as soon as available, but in any event within
thirty (30) days after the end of each calendar month of the Loan Parties and their Subsidiaries, consolidated balance sheets of the Loan Parties and their Subsidiaries as at the end of such month, and the related consolidated statements of
income or operations, retained earnings, shareholders’ equity and cash flows for such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding month of the previous Fiscal Year, all in
reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Loan Parties and their
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.” 
 (n)
Section 6.02 is amended by: (1) inserting “(i)” before the reference to “Sections 6.01(a)” in the second line thereof and (2) inserting the following before the semicolon at the end thereof: “and
(ii) Section 6.01(c), a duly completed certificate executed by a Responsible Officer of the Borrower and setting forth the calculation of Consolidated EBITDA for the three month period ending on the last day of the respective month,
in form and substance reasonably satisfactory to the Administrative Agent;”. 
  

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 (o) Section 6.02 is further amended by (1) deleting the word “and” at the end of
clause (d) therein, (2) relettering clause “(e)” therein as clause “(f)” and (3) inserting a new clause (e) therein to read as follows: 
 “(e) not later than the close of business on the last Business Day of (i) the week in which Amendment No. 1 to this Agreement becomes
effective and (ii) each week thereafter during the remaining weeks of the Fiscal Year ending December 31, 2009, cash flow projections for the 13-week period beginning with such week in form and substance reasonably satisfactory to the
Administrative Agent, with each such cash flow projections delivered after the initial cash flow projections to separately reflect the variations in cash flow projections from the immediately preceding cash flow projections delivered under this
clause (e); and”. 
 (p) Section 6.02 is further amended by deleting “6.01(d) or Section 6.02(e)(i)”
in the first and second lines of the paragraph following new clause (f) therein and replacing it with “, 6.01(c) or Section 6.02(d)(i)”. 
 (q) Section 6.11(b) is amended and restated in its entirety as follows: 
 “(b) Use the proceeds of
the Revolving Loans to (i) pay bona fide expenses, finance working capital, make Capital Expenditures and for other general corporate purposes of the Loan Parties and (ii) consummate Permitted Acquisitions, in each case during the two-week
period following the funding date of the applicable Revolving Loan which will not be able to be satisfied from the Loan Parties’ cash on hand on such funding date or from ordinary operating revenues of the Loan Parties. Upon the Administrative
Agent’s reasonable request, simultaneously with the funding of any Revolving Loan, the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that the proceeds of such Revolving Loan will be used in accordance with
this 
 Section 6.11(b).” 
 (r)
Section 6.17 is amended by (1) inserting “(a)” before the word “On” in the first line thereof, (2) deleting the period at the end of the new clause (a) therein and replacing it with “; and” and
(3) inserting a new clause (b) to read as follows: 
 “(b) The Borrower shall pay to the Administrative Agent, for the ratable
benefit of the Lenders that executed Amendment No. 1 to this Agreement and received a fee in connection therewith as provided therein, a fee in an amount equal to the sum of (i) 0.75% of the aggregate Revolving Commitments of such Lenders
(after giving effect to the reduction of the aggregate Revolving Commitments as contemplated by Amendment No. 1 to this Agreement) and (ii) 0.75% of the aggregate principal amount of the Term Loans of such Lenders outstanding on the
Amendment No. 1 Effective Date, if either the Consolidated Senior Leverage Ratio for the four Fiscal Quarters ending on (x) September 30, 2009 is greater than 4.13 : 1.00 or, in the event a fee is not payable under clause (x),
(y) December 31, 2009 is greater than 3.62 : 1.00. Such fee shall be payable within two Business Days of the delivery of the quarterly or annual financial statements, as applicable, for the period for which the Borrower was not in
compliance with the ratios set forth above, but in no event shall such fee be paid later than November 17, 2009 in respect of the fee payable pursuant to clause (x) above or April 2, 2010 in respect of the fee payable pursuant to
clause (y) above. For the avoidance of doubt, the aggregate fee payable under this Section 6.17(b) shall not exceed the sum of (i) 0.75% of the aggregate Revolving 

  

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Commitments of the Lenders that executed Amendment No. 1 to this Agreement (after giving effect to the reduction of the aggregate Revolving Commitments
as contemplated by Amendment No. 1 to this Agreement) and (ii) 0.75% of the aggregate principal amount of the Term Loans of such Lenders outstanding on the Amendment No. 1 Effective Date.” 
 (s) Section 8.01(a) is amended by deleting the chart therein and replacing it with the following: 
  

				
	 “Four Fiscal Quarters Ending
	  	Maximum
Consolidated Total
Leverage Ratio	 
	 December 31, 2008
	  	5.39 to 1.00	 
	 March 31, 2009
	  	6.71 to 1.00	 
	 June 30, 2009
	  	7.22 to 1.00	 
	 September 30, 2009
	  	6.82 to 1.00	 
	 December 31, 2009
	  	6.00 to 1.00	 
	 March 31, 2010 through December 31, 2010
	  	4.00 to 1.00	 
	 March 31, 2011 through December 31, 2011
	  	3.75 to 1.00	 
	 March 31, 2012 through December 31, 2012
	  	3.50 to 1.00	 
	 March 31, 2013 through December 31, 2013
	  	3.25 to 1.00	”

 (t) Section 8.01(b) is amended by deleting the chart therein and replacing it with the
following: 
  

			
	 “Four Fiscal Quarters Ending
	  	Maximum
Consolidated Senior
Leverage Ratio
	 December 31, 2008
	  	3.81 to 1.00
	 March 31, 2009
	  	4.79 to 1.00
	 June 30, 2009
	  	5.19 to 1.00
	 September 30, 2009
	  	4.86 to 1.00

  

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	 December 31, 2009
	  	4.26 to 1.00	 
	 March 31, 2010 through December 31, 2010
	  	3.00 to 1.00	 
	 March 31, 2011 through December 31, 2011
	  	2.50 to 1.00	 
	 March 31, 2012 through December 31, 2013
	  	2.25 to 1.00	”

 (u) Section 8.01(c) is amended by deleting the chart therein and replacing it with the
following: 
  

				
	 “Four Fiscal Quarters Ending
	  	Minimum
Consolidated Fixed
Charge Coverage
Ratio	 
	 December 31, 2008
	  	1.15 to 1.00	 
	 March 31, 2009
	  	1.10 to 1.00	 
	 June 30, 2009
	  	1.04 to 1.00	 
	 September 30, 2009
	  	1.00 to 1.00	 
	 December 31, 2009
	  	1.00 to 1.00	 
	 March 31, 2010 through December 31, 2013
	  	1.10 to 1.00	”

 (v) Section 8.01 is further amended by inserting a new clause (e) therein to read as
follows: 
 “(e) Minimum Consolidated EBITDA. Permit Consolidated EBITDA for the three months ending on the dates set forth below
to be less than the amount set forth below opposite each such date: 
  

				
	 Three Months Ending
	  	Minimum
Consolidated
EBITDA
	 March 31, 2009
	  	$	11,672,000

  

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	 April 30, 2009
	  	$	11,329,000
	 May 31, 2009
	  	$	10,730,000
	 June 30, 2009
	  	$	9,911,000
	 July 31, 2009
	  	$	8,231,000
	 August 31, 2009
	  	$	7,363,000
	 September 30, 2009
	  	$	7,432,000
	 October 31, 2009
	  	$	9,007,000
	 November 30, 2009
	  	$	11,712,000
	 December 31, 2009
	  	$	11,228,000

 ; provided, however, in connection with the Disposition of any assets which require
the consent of the Required Lenders, this Section 8.01(e) shall be modified as agreed to among the Borrower, the Administrative Agent and the Required Lenders.” 
 (w) Exhibit A to the Credit Agreement is hereby amended by adding the following sentence after the sentence that reads “No Default or Event of
Default shall exist, or will result from such proposed [Borrowing]/[conversion]/[continuation].”: 
 “The Borrower acknowledges
that it is in compliance with the financial covenants contained in Section 8.01(a) and (b) of the Credit Agreement on a pro forma basis after giving effect to such Credit Extension, and attached hereto is evidence of such compliance.”

 (x) Exhibit B-3 to the Credit Agreement is deleted in its entirety. 
 SECTION 2. Conditions of Effectiveness. This Amendment No. 1 shall become effective as of the date first above written (the
“Amendment No. 1 Effective Date”) if (a) on or before March 11, 2009, the Administrative Agent shall have received counterparts of this Amendment No. 1 executed by the Borrower and the Required
Lenders (or, as to any of the Lenders, advice reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment No. 1) and the consent attached hereto executed by each Guarantor; provided, however,
upon the occurrence of the Amendment No. 1 Effective Date, each Lender, other than CIT Healthcare LLC, that has delivered an executed copy of this Amendment No. 1 to the Administrative Agent no later than 5:00 p.m. (New York City time) on
March 10, 2009, shall be entitled to receive from the Borrower a fee equal to 0.40% of the aggregate amount of the Revolving Commitment of such Lender (after giving effect to the reduction of such Revolving Lender’s Revolving Commitment as
contemplated by this Amendment No. 1), in the case of a Revolving Lender, and 0.40% of the outstanding principal amount of the Term Loans of such Lender, in the case of a Term Loan Lender, which fee shall be paid to the Administrative Agent

  

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on the Amendment No. 1 Effective Date and will be distributed to the respective Lender as soon as practicable thereafter, (b) all outstanding fees
and expenses of the Administrative Agent shall have been paid and (c) the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by
the Administrative Agent (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified): 
 (i) Certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Amendment No. 1 and the
matters contemplated hereby, (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment No. 1 and the matters contemplated hereby and (C) such charter and
organizational documents for the Borrower, including, without limitation, articles of incorporation, bylaws, and any equivalent of the foregoing documents; 
 (ii) such certificates of incumbency of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Responsible Officer of the
Borrower authorized to execute this Amendment No. 1; and 
 (iii) a favorable opinion with respect to this Amendment
No. 1 from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower. 
 SECTION 3. Representations and Warranties
of the Borrowers. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the Amendment No. 1 Effective Date and after giving effect to this Amendment No. 1, (a) all representations and
warranties set forth in the Loan Documents are true and correct in all material respects as if made again on and as of the Amendment No. 1 Effective Date (except for those which by their terms specifically refer to an earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and (c) the Credit Agreement (as amended by this
Amendment No. 1) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations of the Loan Parties in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law). 
 SECTION 4. Reference to Agreement. Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether
direct or indirect, shall mean a reference to the Credit Agreement as amended hereby. This Amendment No. 1 shall constitute a Loan Document. 
 SECTION 5. Costs and Expenses. The Borrower shall pay on demand all reasonable costs and expenses of the Administrative Agent (including the reasonable fees, costs 
  

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and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment No. 1.

 SECTION 6. Release. In further consideration of the Administrative Agent and the Lenders execution of this Amendment No. 1,
the Borrower for itself and on behalf of its successors, assigns, Subsidiaries and Affiliates (each, a “Releasing Party”), hereby forever releases the Administrative Agent and the Lender Parties and their successors, assigns,
parents, Subsidiaries and Affiliates, and the officers, employees, directors, agents and attorneys of all of the foregoing (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, disputes,
causes, damages, actions and causes of action (whether at law or in equity) of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that any Releasing Party may have against the
Releasees that arise from or relate to any actions which the Releasees may have taken or omitted to take prior to the date hereof, including without limitation with respect to the Obligations, any Collateral, the Credit Agreement and any other Loan
Document. 
 SECTION 7. Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of
the State of New York, including General Obligations Laws 5-1401 and 5-1402. 
 SECTION 8. Execution in Counterparts. This Amendment
No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. 
 [Remainder of page intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	THE PROVIDENCE SERVICE
CORPORATION
		
	By:	 	/s/ Fletcher McCusker
		 	Name:	 	Fletcher McCusker
		 	Title:	 	Chairman and Chief Executive Officer


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








					
	CIT HEALTHCARE LLC, as Administrative
Agent and Lender
		
	By:	 	/s/ John Cappellari
		 	Name:	 	John Cappellari
		 	Title:	 	Vice President


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








			
	LENDERS:
	
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Mathew Buchwald
	Name:	 	Mathew Buchwald
	Title:	 	Vice President


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








			
	SUNTRUST BANK, as Lender
		
	By:	 	/s/ Mark Kelley
	Name:	 	Mark Kelley
	Title:	 	Managing Director


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








			
	ROYAL BANK OF CANADA, as Lender
		
	By:	 	/s/ Gordon MacArthur
	Name:	 	Gordon MacArthur
	Title:	 	Authorized Signatory


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








			
	ING CAPITAL LLC, as Lender
		
	By:	 	/s/ Darren Wells
	Name:	 	Darren Wells
	Title:	 	Managing Director


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 







 CONSENT 
 Dated as of March 11, 2009 
 The undersigned, as Guarantors under the Guaranty (as defined in the
Credit Agreement referred to in Amendment No. 1 to the Credit Agreement (the “Amendment”)) and as Grantors under the Security and Pledge Agreement and the Intellectual Property Security Agreement (each as defined in such Credit
Agreement) in favor of the Administrative Agent and, for its benefit and the benefit of the Lenders to such Credit Agreement, hereby consent to the Amendment and hereby confirm and agree that (a) notwithstanding the effectiveness of the
Amendment, the Guaranty, the Security Agreement and Intellectual Property Security Agreement are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and (b) the Collateral Documents to
which the undersigned are parties and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations (in each case, as defined therein). 
 [Remainder of page intentionally left blank.] 
 [Signature Page to Amendment No. 1
to PRSC Credit Agreement] 







  

			
	A TO Z IN-HOME TUTORING LLC
	ALPHACARE RESOURCES, INC.
	CAMELOT CARE CENTERS, INC.
	CHILDREN’S BEHAVIORAL HEALTH, INC.
	CHOICES GROUP, INC.
	DOCKSIDE SERVICES, INC.
	DRAWBRIDGES COUNSELING SERVICES, LLC
	FAMILY-BASED STRATEGIES, INC.
	FAMILY PRESERVATION SERVICES, INC.
	 FAMILY PRESERVATION SERVICES OF FLORIDA,

    INC.

	 FAMILY PRESERVATION SERVICES OF NORTH
     CAROLINA, INC.

	 FAMILY PRESERVATION SERVICES OF
     WASHINGTON D.C., INC.

	 FAMILY PRESERVATION SERVICES OF WEST
     VIRGINIA, INC.

	HEALTH TRANS, INC.
	LOGISTICARE, INC.
	MAPLE STAR NEVADA
	OASIS COMPREHENSIVE FOSTER CARE LLC
	PROVIDENCE COMMUNITY CORRECTIONS, INC.
	PROVIDENCE COMMUNITY SERVICES, INC.
	PROVIDENCE COMMUNITY SERVICES, LLC
	 PROVIDENCE MANAGEMENT CORPORATION OF
     FLORIDA

	PROVIDENCE OF ARIZONA, INC.
	 PROVIDENCE SERVICE CORPORATION OF
     ALABAMA

	 PROVIDENCE SERVICE CORPORATION OF
     DELAWARE

	PROVIDENCE SERVICE CORPORATION OF MAINE
	 PROVIDENCE SERVICE CORPORATION OF NEW
     JERSEY, INC.

	 PROVIDENCE SERVICE CORPORATION OF
     OKLAHOMA

	PROVIDENCE SERVICE CORPORATION OF TEXAS
	RED TOP TRANSPORTATION, INC.
	RIO GRANDE MANAGEMENT COMPANY, L.L.C.
	TRANSITIONAL FAMILY SERVICES, INC.
	W.D. MANAGEMENT, L.L.C.
		
	BY:	 	/S/ FLETCHER MCCUSKER
		 	Name: Fletcher McCusker,
		 	 Title: Chairman of each of the above named
           entities



 [Signature Page to Amendment No. 1 to PRSC Credit Agreement] 








			
	 CHARTER LCI CORPORATION
 PROVADO TECHNOLOGIES, INC.

		
	By:	 	/S/ JOHN L. SHERMYEN
		 	Name: John L. Shermyen
		 	Title: Manager of each of the above named
          entities


  

			
	 LOGISTICARE SOLUTIONS, LLC
LOGISTICARE
SOLUTIONS INDEPENDENT
     PRACTICE ASSOCIATION,
LLC

		
	By:	 	/s/ John L. Shermyen
		 	Name: John L. Shermyen
		 	Title: Manager of each of the above named
          entities


 [Signature Page to Amendment No. 1 to PRSC Credit Agreement]