AMENDED AND RESTATED CREDIT AGREEMENT among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, DYMAS FUNDING COMPANY, LLC, GENERAL ELECTRIC CAPITAL CORPORATION, MERRILL LYNCH...Credit Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • New York
NATIONAL MENTOR HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of November, 2002 by and among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings Inc.”), GREGORY TORRES, ELIZABETH HOPPER, DONALD MONACK and JOHN GILLESPIE (individually, a “Manager,” and collectively, the “Managers”), and NATIONAL MENTOR HOLDINGS, LLC, a Delaware limited liability company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 29, 1999 by and between Donald Monack (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).
REM COMMUNITY PAYROLL SERVICES, LLC MEMBER CONTROL AGREEMENTMember Control Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Minnesota
This MEMBER CONTROL AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Governor,” and collectively, the “Board of Governors”), and REM COMMUNITY PAYROLL SERVICES, LLC, a Minnesota limited liability company (the “Company”).
TERM LOAN AGREEMENTTerm Loan Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of May 20, 2005, among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“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 certain other wholly-owned subsidiaries of Holdings and Mentor parties hereto from time to time as Designated Borrowers (together with REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, REM Wisconsin II and REM Wisconsin III, collectively, the “Borrowers”) and BANK OF AMERICA, N.A. (the “Lender”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc.
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9, 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Donald Monack (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc.
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9 , 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Elizabeth V. Hopper (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.
REGISTRATION RIGHTS AGREEMENT by and among National MENTOR, Inc. and Banc of America Securities LLC UBS Investment Bank CIBC World Markets Corp. Dated as of November 4, 2004Registration Rights Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 27, 2004 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for your benefit and (ii) for the benefit of the holders from time to time of the Notes (including you). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of September 30, 2005 by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“Employer”), and Elizabeth V. Hopper (“Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc.
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9 , 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Greg Torres (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 7, 2004 by and between Edward Murphy (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 21st, 2005 • Rem Arrowhead, Inc. • New York
This Supplemental Indenture, dated as of September 2, 2005 (this “Supplemental Indenture”), among Cornerstone Living Skills, Inc., REM Health of Nebraska, LLC and REM Community Payroll Services, LLC (the “New Guarantors”), 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.
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 20, 2001 by and between John Gillespie (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).
NATIONAL MENTOR, LLC MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Illinois
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of May 1, 2003, is by and between National Mentor, LLC, a Delaware limited liability company (the “Company”), and Madison Dearborn Partners III, L.P., a Delaware limited partnership (the “Advisor”).
National MENTOR, Inc. 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp.Purchase Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • New York
STATE OF NEW JERSEY DEPARTMENT OF HUMAN SERVICES STANDARD LANGUAGE DOCUMENT FOR SOCIAL SERVICE AND TRAINING CONTRACTSSocial Service and Training Contract • October 21st, 2005 • Rem Arrowhead, Inc.
This CONTRACT is effective as of the date recorded on the signature page between the Department and the Provider Agency identified on the signature page.
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 7, 2004 by and between Greg Torres (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).
NATIONAL MENTOR HOLDINGS, INC. NATIONAL MENTOR, INC., as borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), as administrative agent and and BANC OF AMERICA SECURITIES LLC,...Credit Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • New York
FIRST AMENDMENT, dated as of March 30, 2005 (this “First Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4, 2004 (the “Credit Agreement”), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, 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”), the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Massachusetts
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of March 31, 2005 by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“Employer”), and Donald Monack (“Executive”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 21st, 2005 • Rem Arrowhead, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Mentor - CBS Acquisition, LLC is made as of November 25, 1997, pursuant to Section 18-201(d) of the Act, by National Mentor Healthcare, Inc., a Massachusetts corporation, as the member of the Company (the “Member”, and together with any additional members admitted to the Company in accordance with Section 20 of this Agreement, the “Members”). The Member shall be admitted as a member of the Company as of November 25, 1997.
