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EXHIBIT 10(a)
FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
made this 12th day of December, 1996, by SIGNET BANK, successor by merger to
SIGNET BANK/MARYLAND (the "Bank"), and YOUTH SERVICES INTERNATIONAL, INC., a
Maryland corporation ("YSI"), and certain of its wholly owned subsidiaries,
namely: YOUTH SERVICES INTERNATIONAL OF IOWA, INC., a Maryland corporation
d/b/a Clarinda Academy; YOUTH SERVICES INTERNATIONAL OF TENNESSEE, INC., a
Maryland corporation d/b/a Reflections Treatment Agency; YOUTH SERVICES
INTERNATIONAL OF MARYLAND, INC., a Maryland corporation d/b/a Xxxxxx Xxxxxx
Academy; YOUTH SERVICES INTERNATIONAL OF BALTIMORE, INC., a Maryland
corporation d/b/a Xxxxxxx X. Xxxxxx, Xx. School; YOUTH SERVICES INTERNATIONAL
OF NORTHERN IOWA, INC., an Iowa corporation d/b/a Forest Ridge; YSI OF CENTRAL
IOWA, INC., an Iowa corporation d/b/a Xxxxxxxx Academy; YSI OF UTAH, INC., a
Utah corporation; YOUTH SERVICES INTERNATIONAL OF SOUTH DAKOTA, INC., a South
Dakota corporation d/b/a Xxxxxxxxxxx Academy, Springfield Academy and Missouri
River Academy; YOUTH SERVICES INTERNATIONAL OF MISSOURI, INC., a Missouri
corporation d/b/a Tarkio Academy; and SOUTHWESTERN CHILDREN'S HEALTH SERVICES,
INC., an Arizona corporation d/b/a Parc Place, Inc., Promise House, Inc. and
Touchstone Community, Inc. (collectively, the "Original Borrowers").
RECITALS
A. The Original Borrowers and the Bank executed a Loan and
Security Agreement dated as of June 20, 1995 (the "Loan Agreement"), which
generally provided for the extension of a line of credit facility to the
Original Borrowers.
B. On July 25, 1995, YOUTH SERVICES INTERNATIONAL OF NEW MEXICO,
INC., a New Mexico corporation d/b/a Desert Hills Center for Youth and Families
of New Mexico, entered into an Assumption Agreement evidencing its entry into
the Loan Agreement and its agreement to the terms and obligations thereunder.
C. YOUTH SERVICES INTERNATIONAL OF MAMMOTH, INC., a California
corporation and an Original Borrower, has now ceased business operations,
dissolved under California law, and is no longer a party to the Loan Agreement,
the Line Credit Note, or any of the Loan Documents, except to the extent any
obligation previously undertaken expressly survives termination of the
borrowing relationship.
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D. Immediately prior to, or contemporaneously with, the execution
of this Amendment, YOUTH SERVICES INTERNATIONAL OF TEXAS, INC., a Texas
corporation d/b/a Desert Hills Center for Youth and Families of Texas, YOUTH
SERVICES INTERNATIONAL OF FLORIDA, INC., a Florida corporation d/b/a Tampa Bay
Academy, YOUTH SERVICES INTERNATIONAL OF VIRGINIA, INC., a Virginia corporation
d/b/a Camp Washington, DEVELOPMENTAL BEHAVIORAL CONSULTANTS, INC., an Arizona
corporation, INTROSPECT HEALTHCARE, CORPORATION, an Arizona corporation d/b/a
Desert Hills Center for Youth and Families, and DESERT HILLS CENTER FOR YOUTH
AND FAMILIES, INC., an Arizona corporation wholly-owned by INTROSPECT
HEALTHCARE, CORPORATION, each executed an Assumption Agreement evidencing their
agreement to be bound by the terms and conditions of the Loan Agreement. (The
Original Borrowers (excluding YOUTH SERVICES INTERNATIONAL OF MAMMOTH, INC.),
YOUTH SERVICES INTERNATIONAL OF NEW MEXICO, INC., YOUTH SERVICES INTERNATIONAL
OF TEXAS, INC., YOUTH SERVICES INTERNATIONAL OF FLORIDA, INC., YOUTH SERVICES
INTERNATIONAL OF VIRGINIA, INC., DEVELOPMENTAL BEHAVIORAL CONSULTANTS, INC.,
INTROSPECT HEALTHCARE, CORPORATION and DESERT HILLS CENTER FOR YOUTH AND
FAMILIES, INC. are hereafter each referred to as a "Borrower," and
collectively as the "Borrowers".)
E. The Borrowers have requested the Bank to amend the Loan
Agreement, and the Bank has agreed to do so, upon the terms and conditions
expressly set forth below.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
SECTION 1. DEFINED TERMS. All terms defined in the Loan
Agreement shall have the same meaning when used in this Amendment. The term
"Loan Agreement" means the Loan and Security Agreement dated June 20, 1995
among the Original Borrowers and Bank, as amended by this Amendment.
SECTION 2. GENERAL DESCRIPTION OF AMENDMENTS. At the request of
the Borrowers, the Bank agrees to increase the maximum principal amount
available under the Line of Credit, and the parties agree to amend certain
other terms of the Loan Agreement including certain financial covenants all as
set forth below. The foregoing modifications and amendments shall be effected
by the execution of this Amendment and certain other instruments or documents
referred to below, and the Loan Agreement and all other Loan Documents are
hereby amended to incorporate the terms expressly provided herein.
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SECTION 3. AMENDMENTS. Subject to satisfaction of the
conditions and deliveries of this Amendment, the Loan Agreement is amended in
the following respects, and shall be construed and interpreted to give effect
to the modifications and amendments expressly set forth herein.
(a) Sections 1.13, 1.19, 1.22 and 1.29 of the Loan
Agreement are deleted in their entirety and the following substituted in their
stead:
SECTION 1.13. ELIGIBLE RECEIVABLES. The term "Eligible
Receivables" shall mean those Receivables which arise from goods sold
or from services performed in the ordinary course of business to or
for Account Debtors other than any Affiliate, and as to which: (a) the
delivery of the goods or the performance of the services has been
completed; (b) no return, rejection, or repossession has occurred; (c)
the representations and warranties contained in this Agreement as to
Receivables are and continue to be true and accurate; (d) no more than
ninety (90) days have elapsed from the billing or invoice date; (e) no
bankruptcy or insolvency proceedings or payment moratoriums of any
kind apply; (f) no notice of cancellation or termination of any
contract giving rise to the Receivable has been given by the Account
Debtor; (g) the Borrower has not received written notice of the Bank's
determination, in the Bank's good faith judgment, that the Receivable
is deemed to be unsatisfactory for any reason; and (h) the Bank
possesses a first priority security interest and lien thereon.
Eligible Receivables shall not include inter-company Receivables,
contra accounts, foreign accounts, finance charges or the Receivables
of any Account Debtor if 50% or more of the account balance of any
such Account Debtor is in excess of ninety (90) days from invoice or
billing date. As used herein, the term "Eligible Commercial
Receivables" shall mean Receivables otherwise eligible due from an
Account Debtor which is not a governmental agency, authority or
entity; and the term "Eligible Government Receivables" shall mean
Receivables otherwise eligible due from an Account Debtor which is a
federal, state or local governmental agency, authority or entity.
SECTION 1.19. LINE OF CREDIT NOTE. The term "Line of Credit
Note" shall mean the Amended and Restated Master Revolving Promissory
Note executed by the Borrowers, as obligors, in the principal amount of
Twenty Million Dollars ($20,000,000) and payable to the order of the
Bank, and any and all substitutions, extensions, renewals, amendments,
restatements, modifications or replacements thereof.
SECTION 1.22. LOAN DOCUMENTS. The term "Loan Documents"
shall mean all documents executed by the Borrowers in connection with
the Loan, including, but not limited to, this Agreement, the Line of
Credit
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Note, any Assumption Agreements, appropriate financing statements and
continuation statements, or any amendments, extensions or
modifications thereto.
SECTION 1.29. SUBORDINATED DEBT. The term "Subordinated
Debt" shall mean any and all indebtedness and liabilities of YSI or
any other Borrower which have been subordinated as to collection,
enforcement rights and lien priority by written agreement, or by the
express written terms of the subordinated indebtedness instruments, to
the principal and interest of the Loan amount owed by the Borrowers to
the Bank. Subordinated Indebtedness shall specifically include (a)
approximately $1,000,000 in outstanding subordinated debentures due
December 31, 2002, and (b) approximately $32,200,000 in senior
subordinated notes, with warrants to purchase common stock.
(b) Sections 2.1.1 and 2.1.2 of the Loan Agreement are
deleted in their entirety and the following is substituted in its stead:
SECTION 2.1.1. PURPOSE OF THE LINE OF CREDIT. The proceeds
of the Line of Credit shall be used by the Borrowers for the financing
of Receivables, for acquisitions permitted under Section 7.9 hereof,
capital expenditures (subject to the terms of Section 6.24 hereof),
and general working capital needs.
SECTION 2.1.2. ADVANCE RATES. Advances shall be permitted
under the Line of Credit up to a maximum aggregate principal amount
equal to the lesser of (a) Twenty Million Dollars ($20,000,000), or
(b) the sum of (i) eighty-five percent (85%) of Eligible Receivables,
and (ii) ninety-five percent (95%) of the cash or cash equivalents on
deposit with and under the exclusive control of the Bank. The
determination of what constitutes a "cash equivalent" and whether any
such property is on deposit with or under the exclusive control of the
Bank shall be determined by the Bank, from time to time, in its sole
and absolute discretion. The Advance Rate formula set forth in item
(b) in the preceding sentence may be changed, modified or amended at
any time and from time to time as provided in Section 10.10 hereof.
Availability under the Line of Credit shall be reduced, on a
dollar-for-dollar basis, for (i) any Outstanding Letter of Credit
Obligations, which shall not exceed in the aggregate, at any time and
from time to time, the sum of Five Million Dollars ($5,000,000), and
(ii) any Unwinding Amounts, existing at any time, and from time to
time. As used herein, the term " Unwinding Amounts" is intended to
represent the credit risk element with respect to any interest rate
swap, cap or collar agreement or other similar agreement entered into
from time to time by the
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Borrowers, or any one or more of them, and shall mean for purposes of
the Agreement the "Agreement Value" as such term is defined in the
Code of Standard Wording, Assumptions and Provisions for Swaps (1986
Ed.) issued by the International Swap Dealers Association, Inc.
(c) Section 2.1.4. of the Loan Agreement is deleted in
its entirety and the following shall be substituted in its stead:
SECTION 2.1.4. LINE OF CREDIT FEES. In addition to interest,
the Borrowers shall pay a monthly unused Line of Credit fee at an
annual percentage rate of one-quarter of one percent (0.25%) on the
average daily unborrowed maximum principal amount available (without
regard to the percentage limitations for Eligible Receivables and cash
or cash equivalents) under the Line of Credit (the "Unused Credit
Fee"). The Unused Credit Fee shall be payable to the Bank on the last
day of each month.
(d) A new section 3.6 of the Loan Agreement is added as
follows:
SECTION 3.6. ASSIGNMENT OF GOVERNMENT RECEIVABLES. Upon
request by the Bank, the Borrowers will cooperate with the Bank in
executing any assignment, claim, agreement, document or instrument
required or permitted by any governmental unit (federal, state or
local) to permit the registered assignment of payment of Receivables
to the Bank, including compliance with the Federal Assignment of
Claims Act. Unless compliance with such governmental laws, rules or
ordinances is required in order for the Bank to perfect its security
interest or otherwise assure payment, the Borrowers may continue to
collect all Receivables until the occurrence of an Event of Default.
Notwithstanding the foregoing, until further notice from the Bank or
the occurrence of an Event of Default which is not cured within any
applicable grace or cure period, if any, the Borrowers shall continue
to receive direct payment of all Medicare and Medicaid Receivables.
(e) Sections 6.19, 6.20 and 6.21 of the Loan Agreement
are deleted in their entirety and the following substituted in their stead:
SECTION 6.19. MAXIMUM QUARTERLY CAPITAL FUNDS RATIO. The
Borrowers shall attain, on a consolidated basis, as of the close of
each fiscal quarter during the term hereof, a ratio of (a) total
liabilities less Subordinated Debt, to (b) shareholders' equity plus
Subordinated Debt less all intangible assets (including, without
limitation, goodwill, deferred debt issuance costs, covenants not to
compete, organizational costs and prepaid expenses), of 1.0 to 1.0,
provided, however, that if additional Subordinated
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Debt and/or equity is received by YSI at any time hereafter which in
the aggregate is more than Five Million Dollars ($5,000,000), then YSI
for itself and all other Borrowers shall have thirty (30) days from
the date of written notice from the Bank to agree to a modification or
amendment of the covenants stated in Sections 6.19 through 6.24. Such
covenants shall be determined by the Bank in its sole discretion after
consultation with YSI.
SECTION 6.20. MINIMUM QUARTERLY TANGIBLE CAPITAL. The
Borrowers shall attain, on a consolidated basis, and maintain a
minimum quarterly tangible capital as of the close of each fiscal
quarter of $40,000,000.
SECTION 6.21. MINIMUM ANNUAL CASH FLOW COVERAGE. The
Borrowers shall, on a consolidated basis, attain as of the close of
each fiscal quarter during the term hereof, a Minimum Annual Cash Flow
Coverage of 2.25 to 1.0. As used herein, "Minimum Annual Cash Flow
Coverage" shall mean a ratio of the just-completed twelve-month
financial period's (a) net income plus depreciation, plus
amortization, plus interest, divided by (b) the prior year's current
maturity portion of long-term debt and capitalized leases, plus
interest, plus dividends.
(f) Section 6.24 of the Loan Agreement is deleted in its
entirety and the following is substituted in its stead:
SECTION 6.24. CONSOLIDATED DEBT TO EBITDA. The Borrowers
shall not permit, on a consolidated basis, as of the end of each
fiscal quarter, the ratio of Consolidated Debt to EBITDA to be greater
than 2.5 to 1.0. As used herein, "Consolidated Debt" shall mean all
of Borrowers' (a) indebtedness then owing to the Bank (including,
without limitation, all Letter of Credit Obligations, (b) all other
indebtedness for borrowed money and the deferred purchase price of
assets or services (exclusive of trade payables incurred in the
ordinary course of business), (c) all obligations of a Borrower
evidenced by any note or other instrument (excluding Subordinated
Debt), (d) all capital lease obligations, (e) all obligations under
any swap arrangement or other interest rate or hedging device, (f) all
obligations outstanding to retire or redeem capital stock, and (g) all
indebtedness secured by any lien, security interest or title retention
device; and "EBITDA" shall mean with respect to the Borrowers, on a
consolidated basis and as of the end of each fiscal quarter, the sum
of net income for the immediately preceding twelve-month financial
period, plus interest, taxes, depreciation, amortization and other
non-cash expenses or charges reducing income for such period.
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(g) Section 7.9 of the Loan Agreement is deleted in its
entirety and the following substituted in its stead:
SECTION 7.9. ACQUISITION OF STOCK OR ASSETS OF THIRD PERSON.
(a) Without the prior written consent of the Bank
which will not be unreasonably withheld or delayed, Borrowers will not
acquire any stock in, or all or substantially all of the assets of,
any Person during the term of this Agreement if the Actual Cost
thereof exceeds, in any one instance or in the aggregate, Three
Million Dollars ($3,000,000). As used herein, the term "Actual Cost"
shall mean, with respect to any acquisition of stock or assets, the
sum of (i) the amount of cash paid by YSI or any Borrower, (ii) the
fair market value of all capital stock or other ownership interests of
YSI or any other Borrower issued or given in connection with such
acquisition, (iii) the amount of all indebtedness incurred, assumed or
acquired in connection with such acquisition, (iv) the estimated
amount of all additional purchase price amounts in the form of
earnouts, contingent obligations, covenants not to compete, consulting
agreements and other related contracts, and (v) the aggregate fair
market value of all other considerations given by YSI or any other
Borrower in connection with such acquisition. All capital
expenditures made or projected to be incurred in connection with such
acquisition shall also be included in the Actual Cost attributable to
such acquisition. Any request for the consent of the Bank shall be in
writing and shall include such financial and other information, and in
such detail, as the Bank may from time to time require.
(b) All acquisitions with an Actual Cost in
excess of Five Hundred Thousand Dollars ($500,000) shall be for assets
used in, or for the stock of a corporation engaged in, a business
like, similar or related to the business of the Borrowers. At the
time of any such acquisition, YSI shall provide to the Bank at least
five (5) Business Days' prior written notice of such acquisition and
the following items: (i) a description of the material terms of such
acquisition, including, without limitation, a calculation of the
Actual Cost, together with a draft of the acquisition agreement, (ii)
calculations made by the Borrower as to compliance with the covenants
contained in Sections 6.19 through Sections 6.23, inclusive, for the
most recent calculation period ended immediately prior to the date of
such acquisition, on a pro forma basis as if the acquisition had
occurred on the first day of such period, which shall show that all
such covenants will be complied with after giving effect to the pro
forma consolidation of the business acquired.
(h) Section 7.11 of the Loan Agreement is deleted in its
entirety.
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(i) Section 9.5 of the Loan Agreement is deleted in its
entirety and the following substituted in its stead:
SECTION 9.5. ATTORNEYS' FEES AND EXPENSES. The Borrowers
shall pay all Liquidation Costs and/or reasonable attorneys' fees and
expenses which the Bank and any other banking institution
participating in the Loan at the time may incur as a result of the
happening of an Event of Default, even if judgment is not obtained or
confessed and the Event of Default is cured and the Loan is placed in
good standing.
(j) Section 10.1 of the Loan Agreement is deleted in its
entirety and the following substituted in its stead:
SECTION 10.1. LOAN COSTS. The Loan and all transactions
relating thereto and provided for herein shall be made at no cost to
the Bank or any banking institution participating in the Loan, and all
costs including, without limitation, the Bank's or any participant's
reasonable counsel fees, recordation costs, costs of documentary
stamps, photocopying expense, appraisals, lien searches, travel
expenses for the Bank's agents, employees, and counsel, and all other
reasonable out-of-pocket expenses shall be paid by the Borrowers,
whether incurred prior to or after closing, such that the subject
transactions shall be cost free to the Bank.
(k) Section 10.19 is added to the Loan Agreement as
follows:
SECTION 10.19. INFORMATION TO PARTICIPANT. In the event the
Bank sells a participating interest in the Loan to another financial
institution, the Bank may, from time to time, notify the Borrowers
that information to be reported and delivered to the Bank hereunder
shall also and simultaneously be provided to such participant,
whereupon it shall be Borrowers' obligation hereunder to provide such
participant with all information and notices directed to Bank. Any
participant shall have the right to join the Bank in the conduct of
any audit or examination of books and records.
(l) An Amended Schedule "A" and an Amended Schedule "B",
in the form attached hereto, shall be substituted in lieu of the Schedule "A"
and Schedule "B" appended to the 1995 Loan Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BORROWERS.
Borrowers hereby represent and warrant to Bank that (i) execution of this
Amendment has been duly authorized by all requisite action of Borrowers; (ii)
no consents are necessary from any third parties for Borrowers' execution,
delivery or performance of this Amendment,
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(iii) this Amendment and the Loan Agreement as amended hereby constitute the
legal, valid and binding obligations of Borrowers enforceable against Borrowers
in accordance with their terms, except to the extent that the enforceability
thereof against Borrowers may be limited by bankruptcy, insolvency or other
laws affecting the enforceability of creditors rights generally or by equity
principles of general application, (iv) except as otherwise disclosed to the
Bank in writing, all of the representations and warranties contained in Article
V of the Loan Agreement, as amended hereby, are true and correct in all
material respects with the same force and effect as if made on and as of the
effective date of this Amendment, except that with respect to the
representations and warranties made regarding Financial Statements, such
representations and warranties are hereby made with respect to the most recent
Financial Statements delivered by Borrowers to Bank, (v) there exists no
Default which is continuing and no Event of Default has occurred and (vi) no
Default or Event of Default will occur immediately or with the passage of time
or giving of notice as a consequence of this Amendment becoming effective.
SECTION 5. CHIEF EXECUTIVE OFFICES. The location of each
Borrower's original entry books and records and the place where its records
relating to Accounts are maintained is identified in Amended Schedule B to the
Loan Agreement.
SECTION 6. REAFFIRMATION. Borrowers hereby acknowledge and
confirm that (i) except as expressly amended hereby, the Loan Agreement and
other Loan Documents remain in full force and effect, (ii) the Loan Agreement,
as amended hereby, is in full force and effect, (iii) Borrowers have no
defenses to their respective obligations under the Loan Agreement and the other
Loan Documents, (iv) the Liens of Bank under the Security Documents, continue
in full force and effect and have the same priority as before this Amendment,
and (v) Borrowers have no claim against Bank arising from or in connection with
the Loan Agreement or the other Loan Documents.
SECTION 7. AMENDED AND RESTATED MASTER REVOLVING PROMISSORY
NOTE, ETC. The terms of the Line of Credit Note shall be amended and restated
in an Amended and Restated Master Revolving Promissory Note to be executed and
delivered by all of the Borrowers simultaneously with the execution of this
Amendment. The Borrowers shall also deliver such additional resolutions,
certificates, agreements, opinions or other documents or perform such
additional acts as the Bank deems reasonable and necessary, including, without
limitation, updated financing statement searches, appropriate borrowing
resolutions and an opinion of Borrowers' counsel for the benefit of the Bank
and any participant.
SECTION 8. EFFECT OF AMENDMENT. Except as hereby amended, the
terms and conditions of the Loan Agreement and all other Loan Documents are
hereby approved, ratified and confirmed and shall remain in force and effect
until all principal, accrued interest and all other charges and costs due under
the Loan Agreement and any and all
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notes have been paid, in full. The execution and delivery of this Amendment
shall not constitute a novation, shall not extinguish, terminate, affect of
impair the obligations of the Borrowers, and shall not waive, extinguish,
terminate, affect or impair any security, right or remedy of the Bank against
the Borrowers, the Borrowers' property or any other person obligated under the
Loan Documents. The execution an delivery of this Amendment shall not
constitute a waiver of any provision of the Loan Agreement, any of the other
Loan Documents or any existing Default or Event of Default, nor act as a
release or subordination of the liens or security interests of Lender in the
Collateral.
SECTION 9. CLOSING FEE. In consideration of the amendments and
modifications in the Line of Credit as provided herein, the Borrowers shall pay
a closing fee to the Bank of Twelve Thousand Dollars ($12,000), payable at the
time of execution and delivery of this Amendment.
SECTION 10. EFFECTIVE DATE. Regardless of the date of execution
and delivery of this Amendment or any other instrument referenced herein, it is
intended that the terms of this Amendment and the modification and amendments
provided for herein shall be effective as of December 12, 1996, regardless of
the date of actual execution.
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[THIS PAGE INTENTIONALLY OMITTED]
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IN WITNESS WHEREOF, the parties hereto execute this Amendment the date
and year first above written.
WITNESS/ATTEST: SIGNET BANK
/s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------------
Title: Senior Vice President and
-------------------------------
Chief Financial Officer
YOUTH SERVICES INTERNATIONAL OF
IOWA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
TENNESSEE, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
[SIGNATURES CONTINUED]
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YOUTH SERVICES INTERNATIONAL OF
MARYLAND, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
BALTIMORE, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
NORTHERN IOWA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YSI OF CENTRAL IOWA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YSI OF UTAH, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
[SIGNATURES CONTINUED]
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YOUTH SERVICES INTERNATIONAL OF
SOUTH DAKOTA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
MISSOURI, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
SOUTHWESTERN CHILDREN'S HEALTH
SERVICES, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
NEW MEXICO, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
TEXAS, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
[SIGNATURES CONTINUED]
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YOUTH SERVICES INTERNATIONAL OF
FLORIDA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
YOUTH SERVICES INTERNATIONAL OF
VIRGINIA, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
DEVELOPMENTAL BEHAVIORAL
CONSULTANTS, INC.
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
INTROSPECT HEALTHCARE,
CORPORATION
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
DESERT HILLS CENTER FOR YOUTH AND
FAMILIES, INC. (a wholly-owned subsidiary of
INTROSPECT HEALTHCARE, CORPORATION)
[SIG] By: /s/ XXXXXXX X. XXXXXX (SEAL)
---------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx
[SIGNATURES END]
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ACKNOWLEDGMENTS
STATE OF MARYLAND, CITY/COUNTY OF HARFORD, TO WIT:
-------
I HEREBY CERTIFY, that on this 12th day of December, 1996,
before me, the undersigned, a Notary Public of the State aforesaid, personally
appeared Xxxxxx X. Xxxxxxxxx, who acknowledged himself to be the Vice President
of SIGNET BANK, successor by merger to SIGNET BANK/MARYLAND, and that he, as
such Vice President, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as Vice President.
/s/ XXXXXX X. XXXXXXX
---------------------------------
Notary Public
My Commission Expires:
2/1/97
-----------------
STATE OF MARYLAND, CITY/COUNTY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 27th day of November,
1996, before me, the undersigned, a Notary Public of the State aforesaid,
personally appeared Xxxxxxx X. Xxxxxx, who acknowledged himself to be the
Senior Vice President and Chief Financial Officer of Youth Services
International, Inc., a corporation, and that he, as such Senior Vice President
and Chief Financial Officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as Senior Vice President and Chief Financial Officer.
/s/ XXXXX XXXXXX XXXXXXXX
-------------------------------------
Notary Public
My Commission Expires:
9/1/97
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16
00
XXXXX XX XXXXXXXX, XXXX/XXXXXX XX XXXXXXXXX, TO WIT:
I HEREBY CERTIFY, that on this 27th day of
November, 1996, before me, the undersigned, a Notary Public of the State
aforesaid, personally appeared Xxxxxxx X. Xxxxxx, who acknowledged himself to
be the Vice President of Youth Services International of Iowa, Inc., Youth
Services International of Tennessee, Inc., Youth Services International of
Maryland, Inc., Youth Services International of Baltimore, Inc., Youth Services
International of Northern Iowa, Inc., YSI of Central Iowa, Inc., YSI of Utah,
Inc., Youth Services International of South Dakota, Inc., Youth Services
International of Missouri, Inc., Southwestern Children's Health Services, Inc.,
Youth Services International of New Mexico, Inc., Youth Services International
of Texas, Inc., Youth Services International of Florida, Inc., Youth Services
International of Virginia, Inc., Developmental Behavioral Consultants, Inc.,
Introspect Healthcare, Corporation, and Desert Hills Center for Youth and
Families, Inc., and that he, as Vice President of each such corporation, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of each of the corporations by himself as Vice
President.
/s/ XXXXX XXXXXX XXXXXXXX
-------------------------------
Notary Public
My Commission Expires:
9/1/97
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AMENDED AND RESTATED SCHEDULE A
PERMITTED LIENS
DEBTOR SECURED PARTY JURISDICTION COLLATERAL
------ ------------- ------------ ----------
I. FILINGS AFFECTING COLLATERAL
----------------------------
Youth Services International of Iowa Department of Economic Page County, Iowa and Iowa All Assets
Iowa, Inc. (Clarinda) Development Secretary of State
Youth Services International of Youth Services International, State of Florida All Assets
Florida, Inc. Inc.
Youth Services International of Meditrust of College Station, State of Texas and Brazos All Accounts, Instruments,
Texas, Inc. Inc. County, Texas General Intangibles and
Receivables
II. LEASE FILINGS FOR NOTICE PURPOSES ONLY
--------------------------------------
Youth Services International of Continental Bank State of Tennessee Mita Copier, Serial No.
Tennessee 37001761
Youth Services International of Great American Leasing Corp. State of Iowa Toshiba Copiers and H.P.
Northern Iowa, Inc. Fax
(Forest Ridge)
Southwestern Children's Health Ameritech Credit Corporation State of Arizona All Telecommunications and
Services, Inc. Data Equipment
(Touchstone Community)
Xxxx Commercial Credit State of Arizona Computers, Printers and
Corporation Related Equipment
19
DEBTOR SECURED PARTY JURISDICTION COLLATERAL
------ ------------- ------------ ----------
Southwestern Children's Health Foothill Bank State of Arizona Minolta Copier
Services, Inc.
(Desert Hills Center for Youth
and Families)
Colonial Pacific Leasing Co. State of Arizona Various Equipment
Southwestern Children's Health Ecolab Inc. State of Arizona Equipment
Services, Inc.
(Parc Place)
Youth Services International, Xxxxx Financial Corporation State of Maryland and Computers, Printers and
Inc. Baltimore County Related Equipment
Copelco Capital, Inc. State of Maryland and Ricoh Copier and Various
Baltimore County Equipment
The CIT Group/ Equipment State of Maryland, State of Various Computer Equipment
Financing, Inc. South Dakota and Xxxxxxxx
County, Missouri
Youth Services International of GE Capital State of Maryland and Telephone System
Baltimore, Inc. Baltimore County
Youth Services International of American Business Credit State of New Mexico Mita Copiers
Texas, Inc. Corporation
Youth Services International of INB Leasing, Inc. State of Florida Computer Equipment and
Florida, Inc. Proceeds
(Tampa Bay Academy)
Master Lease Division of Tokai State of Florida Mita Copiers and Proceeds
2
20
DEBTOR SECURED PARTY JURISDICTION COLLATERAL
------ ------------- ------------ ----------
Youth Services International of Ecolab Inc. State of Virginia Dishmachine
Virginia, Inc.
Introspect Healthcare, Circle Business Credit, Inc. State of Arizona Various Equipment
Corporation
Xerox Corporation State of Arizona Xerox and Related Equipment
American National Corp. State of Arizona Minolta Copier
Colonial Pacific Leasing Co. State of Arizona Various Equipment
III. EQUIPMENT FILINGS
-----------------
Youth Services International, Finova Capital Corporation State of Iowa, State of Utah Various Equipment
Inc. Xxxxxxxx County, Missouri,
State of Arizona and State of
South Dakota
Youth Services International of Xxxx Deere Company State of Iowa [Equipment]
Iowa, Inc.
Finova Capital Corporation State of Iowa Various Equipment
Youth Services International of Bank of Xxxx Burnie State of Maryland Hamada Offset Press
Baltimore, Inc.
3
21
DEBTOR SECURED PARTY JURISDICTION COLLATERAL
------ ------------- ------------ ----------
Youth Services International of Chemical Sanitizing Systems, State of South Dakota Pump Laundry System, Dish
South Dakota, Inc. Ltd. Machine, Scrap Trap
(Xxxxxxxxxxx Academy)
(Springfield Academy)
(Missouri River Academy)
Finova Capital Corporation State of South Dakota Various Equipment
Youth Services International of Texas Copy State of Texas Copier, Stapler, Fax
Texas, Inc.
Youth Services International of Sheffield Financial Corp. State of Florida Mower
Florida, Inc. (Tampa Bay
Academy)
Master Lease Division of Tokai State of Florida Mita Copier and Proceeds
Developmental Behavioral Canon Financial Services, Inc. State of Arizona Canon Copier
Consultants, Inc.
Finova Capital Corporation State of Arizona Various Equipment
Youth Services International of Finova Capital Corporation State of Iowa Various Equipment
Northern Iowa, Inc.
(Forest Ridge)
Bank of Dixon County State of Iowa Toshiba Copier and Related
Equipment
YSI of Central Iowa, Inc. Finova Capital Corporation State of Iowa Various Equipment
4
22
DEBTOR SECURED PARTY JURISDICTION COLLATERAL
------ ------------- ------------ ----------
Youth Services International of Finova Capital Corporation Xxxxxxxx County, Missouri Various Equipment
Missouri, Inc.
YSI of Utah, Inc. Finova Capital Corporation State of Utah Various Equipment
Southwestern Children's Health Finova Capital Corporation State of Arizona Various Equipment
Services, Inc. (Parc Place)
Roche Diagnostic Systems, Inc. State of Arizona COBRA MIRA PLUS System
and Accessories
Southwestern Children's Health Finova Capital Corporation State of Arizona Various Equipment
Services, Inc. (Promise House)
Southwestern Children's Health Norwest Financial Leasing, Inc. State of Arizona Various Equipment
Services, Inc.
(Touchstone Community)
Introspect Healthcare, LDI Financial Services Corp. State of Arizona Various Equipment
Corporation
Xerox Corporation State of Arizona Xerox and Related Equipment
LDI Corporation State of Arizona Various Furniture and
Equipment
IBM Credit Corporation State of Arizona Various Equipment
Finova Capital Corporation State of Arizona Various Furniture and
Equipment
5
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IV. OTHER
-----
Youth Services International of Mercantile Mortgage State of Maryland All Buildings, Rents and
Northern Iowa, Inc. Corporation and Rights Related Thereto
(Forest Ridge) Mercantile-Safe Deposit and
Trust Company
Youth Services International of The Bank of New Mexico Bernalillo County, New Mexico All Fixtures and Proceeds
New Mexico, Inc.
(Desert Hills Center for Youth
and Families)
6
24
AMENDED AND RESTATED SCHEDULE B
ADDITIONAL BUSINESS LOCATIONS,
PRIOR NAMES AND TRADE NAMES OF THE BORROWERS
OPERATING PRINCIPAL OFFICE FOR
CORPORATION PRIOR NAME TRADE NAMES FACILITIES ACCOUNTS RECEIVABLE
----------- ---------- ----------- ------------ --------------------
1. YOUTH SERVICES 2 Park Center Court
INTERNATIONAL, INC. Xxxxx 000
Xxxxxx Xxxxx, XX 00000
2. YOUTH SERVICES Youth Services Clarinda Academy Clarinda Academy 2 Park Center Court
INTERNATIONAL OF International of 0000 Xxxxx 00xx Xxxxxx Xxxxx 000
XXXX, INC. Maryland, Inc. X.X. Xxx 00 Xxxxxx Xxxxx, XX 00000
Xxxxxxxx, XX 00000
3. YOUTH SERVICES Reflections Treatment Reflections Treatment 2 Park Center Court
INTERNATIONAL OF Agency Agency Suite 200
TENNESSEE, INC. Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxx, XX 00000
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
4. YOUTH SERVICES Xxxxxx Xxxxxx Academy Xxxxxx Xxxxxx Academy 2 Park Center Court
INTERNATIONAL OF 0000 Xxxxxx Xxxxx Xxxxx 000
XXXXXXXX, INC. Xxxxxxxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
5. YOUTH SERVICES Xxxxxx Xxxxx Xxxxxx Xxxxx 0 Xxxx Xxxxxx Xxxxx
INTERNATIONAL OF X.X. Xxx 000 Xxxxx 000
XXXXXXXX XXXX, 0000 - 000xx Xxxxxx Xxxxxx Xxxxx, XX 00000
INC. Xxxxxxxxxxx, XX 00000
6. YOUTH SERVICES Youth Services Xxxxxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxx, Xx. 2 Park Center Court
INTERNATIONAL OF International of Utah, School School Suite 200
BALTIMORE, INC. Inc. 0000 Xxx Xxxx Xxxx Xxxxxx Xxxxx, XX 00000
Xxxxxxxxx, XX 00000
25
OPERATING PRINCIPAL OFFICE FOR
CORPORATION PRIOR NAME TRADE NAMES FACILITIES ACCOUNTS RECEIVABLE
----------- ---------- ----------- ------------ --------------------
7. YSI OF UTAH, INC. TRJ Guidance, Inc. No trade name 3809 So. West Temple 2 Park Center Court
Western Youth, Inc. Xxxx Xxxx Xxxx, XX 00000 Xxxxx 000
Xxxxxx Xxxxx, XX 00000
000 00xx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
0000 X. Xxxx Xxxxxxxxx
Xxxx, XX 00000
8. YOUTH SERVICES Xxxxxxxxxxx Academy Xxxxxxxxxxx Academy 2 Park Center Court
INTERNATIONAL OF Xxx 000 Xxxxx 000
SOUTH DAKOTA, INC. 000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxx, XX 00000
Xxxxxxxxxxx, XX 00000
Springfield Academy Xxxxxxxxxxx Xxxxxxx
000 - 0xx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxx, XX 00000
Missouri River Missouri River Academy
Academy XX0 Xxx 00
Xxxxxxxxxx, XX 00000
9. YOUTH SERVICES Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx 0 Xxxx Xxxxxx Xxxxx
INTERNATIONAL OF 000 X. 00xx Xxxxxx Xxxxx 000
XXXXXXXX, INC. Xxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
10. SOUTHWESTERN Parc Place, Inc. Parc Place, Inc. 2 Park Center Court*
CHILDREN'S HEALTH 0000 X. Xxxxxx Xxxx Xxxxx 000
SERVICES, INC. Xxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
2
26
OPERATING PRINCIPAL OFFICE FOR
CORPORATION PRIOR NAME TRADE NAMES FACILITIES ACCOUNTS RECEIVABLE
----------- ---------- ----------- ---------- --------------------
Promise House, Inc. Promise House, Inc.
00000 X. 0xx Xxxxxx
Xxxxxxx, XX 00000
Touchstone Touchstone Community,
Community, Inc. Inc.
0000 Xxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Desert Hills Center Desert Hills Center for
for Youth and Families Youths and Families
0000 X. Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
11. YSI OF CENTRAL Xxxxxxxx Academy Woodward Academy 0 Xxxx Xxxxxx Xxxxx
XXXX, INC. 0000 000xx Xxxxxx Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
12. YOUTH SERVICES Desert Hills Center for Desert Hills Center for 2 Park Center Court*
INTERNATIONAL OF Youth and Families of Youth and Families of Xxxxx 000
XXX XXXXXX, XXX. Xxx Xxxxxx Xxx Xxxxxx Xxxxxx Xxxxx, XX 00000
0000 Xxxxxxx, X.X.
Xxxxxxxxxxx, XX 00000
13. YOUTH SERVICES Desert Hills Center for Desert Hills Center for 2 Park Center Court
INTERNATIONAL OF Youth and Families of Youth and Families of Suite 200
TEXAS, INC. Xxxxx Xxxxx Xxxxxx Xxxxx, XX 00000
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
14. YOUTH SERVICES Tampa Bay Academy Tampa Bay Academy 2 Park Center Court
INTERNATIONAL OF 00000 Xxxxxxx Xxxx Xxxxx 000
XXXXXXX, INC. Xxxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
3
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OPERATING PRINCIPAL OFFICE FOR
CORPORATION PRIOR NAME TRADE NAMES FACILITIES ACCOUNTS RECEIVABLE
----------- ---------- ----------- ---------- --------------------
15. YOUTH SERVICES Camp Washington Camp Washington 2 Park Center Court
INTERNATIONAL OF 0000 Xxxxxxxx Xxxx Xxxxx 000
XXXXXXXX, INC. Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
16. DEVELOPMENTAL No trade name 0000 X. Xxxxxxxx Xxxxxx 0 Xxxx Xxxxxx Xxxxx
XXXXXXXXXX Xxxxx Xx. 0 Xxxxx 000
CONSULTANTS, INC. Xxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
17. INTROSPECT Introspect, Desert Hills Center for Desert Hills Center for 2 Park Center Court*
HEALTHCARE, Incorporated Youth and Families Youth and Families Suite 200
CORPORATION 0000 X. Xxxxxxxxxx Xxxxx Xxxxxx Xxxxx, XX 00000
Xxxxxx, XX 00000
18. DESERT HILLS CENTER No trade name 0000 X. Xxxxxxxxxx Xxxxx 2 Park Center Court*
FOR YOUTH AND Xxxxxx, XX 00000 Suite 200
FAMILIES, INC. Xxxxxx Xxxxx, XX 00000
-----------------------
* Certain books and records, and the collection of accounts receivable for the
corporations indicated, may be located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxx 00000.
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