Exhibit 4.8
Acquisition Financing Note
Chicago, Illinois
$19,500,000.00 May 18, 1998
On the Acquisition Financing 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) Nineteen Million Five Hundred
Thousand Dollars ($19,500,000.00), or (ii) such lesser amounts as may at the
time of maturity hereof, whether by acceleration or otherwise, be the aggregate
unpaid principal amount of all Acquisition Financing Loans owing from the
Company to the Lender under the Credit Agreement hereinafter mentioned.
This Note evidences Acquisition Financing 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
thereunder, and the other Lenders which are now or may from time to time
hereafter become parties thereto (said Credit Agreement, as the same may be
amended, modified or restated from time to time, 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 Acquisition Financing Loan evidenced hereby at the rates
and at the times specified therefor in the Credit Agreement.
Each Acquisition Financing Loan made under the Credit Agreement by the
Lender to the Company against this Note, any repayment of principal hereon, the
status of such loan from time to time as part of the Domestic Rate Portion or a
LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and
Interest Period 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 of this
Note 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 of this Note or recorded on the books and
records of the holder hereof shall be prima facie evidence of the unpaid balance
of this Note and the status of each loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion,
the interest rate and Interest Period 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 prepayment 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 are defined 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
-----------------------------
Name John B. Bourke
-----------------------
Title CFO
-----------------------
-2-