Exhibit 4.7
REVOLVING CREDIT NOTE
Chicago, Illinois
$10,500,000.00 May 18, 1998
On the Termination Date, for value received, the undersigned, EVEREST
HEALTHCARE SERVICES CORPORATION, a Delaware corporation (the "Company") hereby
promises to pay to the order of HARRIS TRUST AND SAVINGS BANK (the "Lender"), at
the principal office of Harris Trust and Savings Bank in Chicago, Illinois, the
principal sum of (i) Ten Million Five Hundred Thousand Dollars ($10,500,000.00),
or (ii) such lesser amount as may at the time of the maturity hereof, whether by
acceleration or otherwise, be the aggregate unpaid principal amount of all
Revolving Loans owing from the Company to the Lender under the Credit Agreement
hereinafter mentioned.
This Note evidences Revolving Loans constituting part of a "Domestic Rate
Portion" and "LIBOR Portions" as such terms are defined in that certain Second
Amended and Restated Credit Agreement dated as of May 18, 1998, among the
Company, Harris Trust and Savings Bank, individually and as Agent, and the
other Lenders which are now or may from time to time hereafter become parties
thereto (said Credit Agreement, as the same may from time to time be modified,
amended or restated being referred to herein as the "Credit Agreement") made and
to be made to the Company by the Lender under the Credit Agreement, and the
Company hereby promises to pay interest at the office specified above on each
Revolving Loan evidenced hereby at the rates and times specified therefor in the
Credit Agreement.
Each Revolving Loan made under the Credit Agreement by the Lender to the
Company against this Note, any repayment of principal hereon, the status of each
such loan from time to time as part of the Domestic Rate Portion or a LIBOR
Portion, in the case of any LIBOR Portion, and the interest rates and Interest
Periods applicable thereto shall be endorsed by the holder hereof on the reverse
side of this Note or recorded on the books and records of the holder hereof
(provided that such entries shall be endorsed on the reverse side hereof prior
to any negotiation hereof). The Company agrees that in any action or proceeding
instituted to collect or enforce collection of this Note, the entries so
endorsed on the reverse side hereof or recorded on the books and records of the
Lender shall be prima facie evidence of the unpaid balance of this Note, the
status of each loan from time to time as part of a Domestic Rate Portion or a
LIBOR Portion and, in the case of any LIBOR Portion, the interest rates and
Interest Periods applicable thereto.
This Note is issued by the Company under the terms and provisions of the
Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement. All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
The Company hereby promises to pay all reasonable costs and expenses
(including reasonable attorneys' fees) suffered or incurred by the holder hereof
in collecting this Note or enforcing any rights in any collateral therefor. The
Company hereby waives presentment for payment and demand. This Note shall be
construed in accordance with, and governed by, the internal laws of the State of
Illinois without regard to principles of conflicts of law.
Everest Healthcare Services
Corporation
By /s/ John B. Bourke
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Name John B. Bourke
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Title CFO
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