INDEMNIFICATION AGREEMENTIndemnification Agreement • December 10th, 2008 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of December , 2008 between NMH Holdings, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”). The obligations of the Company hereunder are guaranteed by National Mentor Holdings, Inc., a Delaware corporation, on the terms and conditions set forth on the signature page hereto.
CREDIT AGREEMENT among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and BARCLAYS BANK PLC, as Administrative Agent Dated as of January 31, 2014 GOLDMAN SACHS BANK USA, as...Credit Agreement • May 14th, 2014 • National Mentor Holdings, Inc. • Services-social services • New York
CREDIT AGREEMENT, dated as of January 31, 2014, among NMH Holdings, LLC, a Delaware limited liability company, National MENTOR Holdings, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and Barclays Bank PLC, as administrative agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 13th, 2009 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 13, 2009, among National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), Mentor ABI, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the “Trustee”).
INDENTURE Dated as of February 9, 2011 Among NATIONAL MENTOR HOLDINGS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 12.50% SENIOR NOTES DUE 2018Indenture • February 10th, 2011 • National Mentor Holdings, Inc. • Services-social services • New York
INDENTURE, dated as of February 9, 2011, among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (as defined herein).
SUPPLEMENTAL INDENTURESupplemental Indenture • February 14th, 2013 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 27, 2012, among Illinois Mentor Community Services, LLC (the “Guaranteeing Subsidiary”), a subsidiary of National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED SEVERANCE AND NONCOMPETITION AGREEMENTSeverance and Noncompetition Agreement • February 17th, 2009 • National Mentor Holdings, Inc. • Services-social services • Massachusetts
This SEVERANCE AND NONCOMPETITION AGREEMENT (“Agreement”), originally made as of June 29, 2006 by and between National Mentor Holdings, Inc., a Delaware corporation, (the “Company”), and [NAME] (“Executive”), is hereby amended and restated dated December 31, 2008 and effective January 1, 2009.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Edward M. Murphy)Employment Agreement • December 18th, 2013 • National Mentor Holdings, Inc. • Services-social services • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”), originally made as of June 29, 2006 (the “2006 Agreement”) and first amended and restated effective January 1, 2009 (the “2009 Agreement”), is hereby further amended and restated dated December 16, 2013 and effective January 1, 2014 (the “Effective Date”) by and between Edward M. Murphy (“Officer”), and National Mentor Holdings, Inc., a Delaware corporation (“Employer”).
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class G Units)Management Unit Subscription Agreement • August 14th, 2012 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2012 by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • January 31st, 2011 • National Mentor Holdings, Inc. • Services-social services • New York
SUPPLEMENTAL INDENTURE dated as of January 27, 2011 (the “Supplemental Indenture”), between NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 13th, 2010 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 27, 2010, among National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), Progressive Living Units Systems-New Jersey, Inc., a New Jersey corporation (the “Guaranteeing Subsidiary”) and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 17th, 2014 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2014, among Adult Day Health, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AMENDMENT NO. 1National Mentor Holdings, Inc. • December 17th, 2014 • Services-social services • New York
AMENDMENT NO. 1, dated as of September 8, 2014 (this “Amendment”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), each of the other Loan Parties, Barclays Bank PLC, as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below) and the Lenders party hereto.
AMENDMENT AGREEMENTAmendment Agreement • October 17th, 2012 • National Mentor Holdings, Inc. • Services-social services • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 15, 2012 (this “Agreement”), among NMH Holdings, LLC, a Delaware limited liability company (“Holdings”), National MENTOR Holdings, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and UBS AG, Stamford Branch, as administrative agent.
AGREEMENT AND PLAN OF MERGER dated as of MARCH 22, 2006 by and among NATIONAL MENTOR HOLDINGS, INC., NMH HOLDINGS, LLC and NMH MERGERSUB, INC.Agreement and Plan of Merger • May 15th, 2006 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 22, 2006 (this “Agreement”) is made by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), NMH Holdings, LLC, a Delaware limited liability company (“Purchaser”), and NMH Mergersub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“PurchaserSub”). Certain capitalized terms used herein have the meanings set forth in ARTICLE 9.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 24th, 2014 • National Mentor Holdings, Inc. • Services-social services • New York
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT, dated as of October 21, 2014 (this “Agreement”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as administrative agent (the “Administrative Agent”), Issuing Lender and Swingline Lender under the Credit Agreement (as defined below) and the Lender party hereto (the “Lender”).
CREDIT AGREEMENT among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent Dated as of February 9, 2011 UBS SECURITIES LLC, BARCLAYS...Credit Agreement • February 10th, 2011 • National Mentor Holdings, Inc. • Services-social services • New York
CREDIT AGREEMENT, dated as of February 9, 2011, among NMH Holdings, LLC, a Delaware limited liability company (“Holdings”), National MENTOR Holdings, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and UBS AG, Stamford Branch, as administrative agent.
MANAGEMENT AGREEMENTManagement Agreement • February 10th, 2011 • National Mentor Holdings, Inc. • Services-social services • New York
This Amended and Restated Management Agreement is made as of this 9th day of February, 2011 (this “Agreement”), among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor Holdings, LLC (f/k/a National Mentor, Inc.), a Delaware limited liability company (“NMI”), NMH Investment, LLC, a Delaware limited liability company (“Investment”), NMH Holdings, Inc., a Delaware corporation (“HoldCo”), NMH Holdings, LLC, a Delaware limited liability company (“Parent”), and Vestar Capital Partners, a New York general partnership (“Vestar”).
ContractNational Mentor Holdings, Inc. • May 15th, 2007 • Services-social services • New York
FIRST AMENDMENT, dated as of February 28, 2007 (this “First Amendment”), to the Credit Agreement, dated as of June 29, 2006 (the “Credit Agreement”), among NMH HOLDINGS, LLC., a Delaware limited liability company (“Holdings”), NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Lenders providing the relevant replacement Tranche B Term Loans (the “Replacement Tranche B Term Loan Lenders”) and the Lenders providing the relevant replacement Credit-Linked Deposits (the “Replacement Institutional L/C Lenders”), the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
TERMINATION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Gregory Torres)Employment Agreement • December 18th, 2013 • National Mentor Holdings, Inc. • Services-social services
THIS TERMINATION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Termination Agreement”), effective as of January 1, 2014 (the “Effective Date”), is hereby made by and between Gregory Torres (“Employee”) and National Mentor Holdings, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO DIRECTOR UNIT SUBSCRIPTION AGREEMENTDirector Unit Subscription Agreement • December 22nd, 2009 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS AMENDMENT (this “Amendment”) is made as of [ ], 2009, to that certain Director Unit Subscription Agreement (Preferred Units, Class A Units and Class E Units) (the “Agreement”), dated as of December 8, 2008, by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and Pamela F. Lenehan (the “Director”) and is made by and between the Company and the Director. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement.
AMENDMENT TO MANAGEMENT UNIT SUBSCRIPTION AGREEMENT[S] (Class B, Class C and Class D Common Units)Management Unit Subscription Agreement • December 22nd, 2009 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS AMENDMENT (this “Amendment”) is made as of [ ], 2009, to that certain Management Unit Subscription Agreement (Class B Units, Class C Units and Class D Units) (the “Agreement”), dated as of , 200[_], by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and [ ] (“Executive”) and is made by and between the Company and Executive. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement.
SUPPLEMENTAL INDENTURENational Mentor Holdings, Inc. • December 22nd, 2008 • Services-social services • New York
Supplemental Indenture (this "Supplemental Indenture"), dated as of October 1, 2008, among National Mentor Holdings, Inc., a Delaware corporation (the "Issuer"), CareMeridian, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary") and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the "Trustee").
GUARANTEE AND SECURITY AGREEMENT Dated as of February 9, 2011 Among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., THE SUBSIDIARIES OF NATIONAL MENTOR HOLDINGS, INC. parties hereto from time to time and UBS AG, STAMFORD BRANCH, as Administrative AgentGuarantee and Security Agreement • February 10th, 2011 • National Mentor Holdings, Inc. • Services-social services • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of February 9, 2011, made by NMH HOLDINGS, LLC (“Holdings”), NATIONAL MENTOR HOLDINGS, INC. (the “Borrower”) and certain subsidiaries of NATIONAL MENTOR HOLDINGS, INC. who are or become signatories hereto, in favor of UBS AG, STAMFORD BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and the Administrative Agent.
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Series 1 Class F Units)Management Unit Subscription Agreement • May 16th, 2011 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______________ ___, 2011 by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2010 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of April 14, 2010, among National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), Timber Ridge Group, Inc., an Arkansas corporation (the “Guaranteeing Subsidiary”) and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 24th, 2006 • National Mentor Holdings, Inc. • Services-social services • New York
This Supplemental Indenture, dated as of May 24, 2006 (this “Supplemental Indenture”), among Homework Center, Inc. (the “New Guarantor”), National MENTOR, Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Guarantors”), and U.S. Bank National Association, Trustee under the Indenture referred to below.
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • December 13th, 2010 • National Mentor Holdings, Inc. • Services-social services • Massachusetts
THIS AMENDMENT NO. 2 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of January 20, 2010, is among NMH HOLDINGS, LLC, a Delaware limited liability company (“New Holdings”), NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR HOLDINGS, LLC, a Delaware limited liability company (“Mentor”), REM ARROWHEAD, INC. (“REM Arrowhead”), REM CONNECTICUT COMMUNITY SERVICES, INC. (“REM Connecticut”), REM INDIANA, INC. (“REM Indiana”), REM NORTH DAKOTA, INC. (“REM North Dakota”), REM WISCONSIN, INC. (“REM Wisconsin I”), REM WISCONSIN II, INC. (“REM Wisconsin II”), REM WISCONSIN III, INC. (“REM Wisconsin III”, and together with New Holdings, Holdings, Mentor, REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, and REM Wisconsin II, collectively, the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”).
DIRECTOR UNIT SUBSCRIPTION AGREEMENT (Preferred Units, Class A Units and Class E Units)Director Unit Subscription Agreement • December 22nd, 2008 • National Mentor Holdings, Inc. • Services-social services • Delaware
THIS DIRECTOR UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of [ ], 2008, between NMH Investment, LLC, a Delaware limited liability company (the "Company") and [ ] (the "Director").
GUARANTEE AND SECURITY AGREEMENT Dated as of January 31, 2014 among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., THE SUBSIDIARIES OF NATIONAL MENTOR HOLDINGS, INC. parties hereto from time to time and BARCLAYS BANK PLC, as Administrative AgentGuarantee and Security Agreement • January 31st, 2014 • National Mentor Holdings, Inc. • Services-social services • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of January 31, 2014, made by NMH HOLDINGS, LLC (“Holdings”), NATIONAL MENTOR HOLDINGS, INC. (the “Borrower”) and certain subsidiaries of NATIONAL MENTOR HOLDINGS, INC. who are or become signatories hereto, in favor of BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and the Administrative Agent.
NATIONAL MENTOR HOLDINGS, INC. Amended and Restated Employment Agreement with Gregory Torres FIRST AMENDMENTNational Mentor Holdings, Inc. • February 17th, 2009 • Services-social services
THIS FIRST AMDENDMENT is entered into as of the 31st day of December 2008 between National Mentor Holdings, Inc. (the “Company”) and Gregory Torres (the “Employee”).
GUARANTEE AND SECURITY AGREEMENT Dated as of January 31, 2014 among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., THE SUBSIDIARIES OF NATIONAL MENTOR HOLDINGS, INC. parties hereto from time to time and BARCLAYS BANK PLC, as Administrative AgentGuarantee and Security Agreement • May 14th, 2014 • National Mentor Holdings, Inc. • Services-social services • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of January 31, 2014, made by NMH HOLDINGS, LLC (“Holdings”), NATIONAL MENTOR HOLDINGS, INC. (the “Borrower”) and certain subsidiaries of NATIONAL MENTOR HOLDINGS, INC. who are or become signatories hereto, in favor of BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and the Administrative Agent.
INCREMENTAL AMENDMENT NO. 1National Mentor Holdings, Inc. • February 4th, 2013 • Services-social services • New York
INCREMENTAL AMENDMENT NO. 1, dated as of February 4, 2013 (this “Incremental Amendment”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), each of the other Loan Parties, UBS AG, STAMFORD BRANCH, as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below), UBS LOAN FINANCE LLC (the “2013-1 Incremental Term Loan Lender”).
SUPPLEMENTAL INDENTURESupplemental Indenture • June 13th, 2006 • National Mentor Holdings, Inc. • Services-social services • New York
SUPPLEMENTAL INDENTURE dated as of June 12, 2006 (this “Supplemental Indenture”) among National Mentor, Inc., a Delaware corporation (the “Company”), the entities set forth on Schedule A hereto, as guarantors under the Indenture referred to below (the “Guarantors”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 14th, 2008 • National Mentor Holdings, Inc. • Services-social services • New York
Supplemental Indenture (this "Supplemental Indenture"), dated as of August 1, 2008, among National Mentor Holdings, Inc., a Delaware corporation (the "Issuer"), Transitional Services Sub, LLC, an Indiana limited liability company (the "Guaranteeing Subsidiary") and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the "Trustee").
