NATIONAL MENTOR HOLDINGS, INC.

Execution Version

NATIONAL MENTOR HOLDINGS, INC.

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

April 12, 2016

Barclays Bank PLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxx Xxxxxxxxxx

Re: Amendments to Credit Agreement and Account Pledge Agreement

Reference is hereby made to the Credit Agreement, dated as of January 31, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among National Mentor Holdings, Inc. (the “Borrower”), Barclays Bank PLC (“Barclays”), as administrative agent (the “Administrative Agent”), each Lender from time to time party thereto, and the other parties thereto. Capitalized terms used but not defined herein having the meaning provided in the Credit Agreement.

It is understood and agreed that the Administrative Agent and Barclays, as Issuing Lender of Institutional Letters of Credit, shall permit the Borrower to move the Institutional L/C Collateral Account from Barclays to Bank of America, N.A. Accordingly, by their signatures to this letter agreement (this “Agreement”), each of the undersigned have agreed to a corrective amendment of the Credit Agreement and an amendment of that certain Cash Collateral Account Pledge Agreement, dated as of January 31, 2014 (the “Account Pledge Agreement”) between the Borrower and Barclays, as set forth below.

1.The definitions of “Institutional L/C Collateral Account” and “Institutional L/C Collateral Account Agreement” set forth in Section 1.1 of the Credit Agreement are each amended and restated in their entirety as follows:

“Institutional L/C Collateral Account”: a blocked account maintained at Bank of America, N.A., or one of its affiliates, or otherwise, a depositary bank mutually satisfactory to the Borrower and the Issuing Lender of Institutional Letters of Credit, that has been funded with the proceeds of cash from the Borrower, and subject to the Institutional L/C Collateral Account Agreement and under the control of such Issuing Lender pursuant to the terms thereof.

“Institutional L/C Collateral Account Agreement”: an agreement among, and in form and substance satisfactory to, the Issuing Lender of Institutional Letters of Credit, the Administrative Agent, the Borrower and the applicable depositary bank, which shall provide for, among other things, the administration of the Institutional L/C Collateral Account and the granting and perfection of the Issuing Lender’s Lien on the Institutional L/C Collateral Account, the amounts therein, and the proceeds and products thereof.

2. The Account Pledge Agreement is amended as follows:

(i)Section 2(a) of the Account Pledge Agreement is amended and restated in its entirety as follows: “(a) Bank has established and shall maintain at Bank of America, N.A. (or one of its affiliates, or otherwise, a depositary bank mutually satisfactory to the Account Party and the Bank) a collateral account identified as Account No. __________ (the “Institutional L/C Collateral Account”).”

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LEGAL_US_E #119578601.7

(ii)Section 4 of the Account Pledge Agreement is deleted in its entirety and replaced with the following: “Reserved.”

(iii)Section 5(b) of the Account Pledge Agreement is amended and restated in its entirety as follows: “(b) Upon payment in full of all of the LC Obligations and the cancellation or backstop (in amounts and on terms reasonably satisfactory to the Bank) of the Institutional Letter of Credit, this Agreement shall terminate and, if Bank has exercised control over the Institutional L/C Collateral Account, the Bank shall distribute the funds then on deposit and the securities held in the Institutional L/C Collateral Account to the Account Party; provided however, that the Account Party may choose to withdraw any amounts held in the Institutional L/C Collateral Account so long as the Institutional L/C Collateral Account continues to contain at least 103% of the face amount of all outstanding Institutional Letter of Credit as reduced by any draw on any such Institutional Letter of Credit that has been fully reimbursed.”

(iv)Section 6(b) of the Account Pledge Agreement is amended and restated in its entirety as follows: “(b) This Agreement, when taken together with the execution by all parties thereto of the Pledged Collateral Account Control Agreement, is effective to create a valid lien on and first-priority security interest in the Institutional L/C Collateral, subject to no prior lien or security interest or to any agreement purporting to grant to any third party a prior lien or security interest on the property or assets of the Account Party which would include such funds, other than Liens permitted pursuant to Section 7.3(a), (j) or (cc) of the Credit Agreement. Upon entering into this Agreement and the Pledged Collateral Account Control Agreement and the making of deposits in the Institutional L/C Collateral Account, all action reasonably necessary to perfect such lien and security interest will have been duly taken.”

(v)Section 7(b) of the Account Pledge Agreement is amended and restated in its entirety as follows: “(b) The Account Party agrees that it will not create or permit to exist any lien upon or with respect to the Institutional L/C Collateral Account or any funds held therein, except as provided in or contemplated by this Agreement. or Liens permitted pursuant to Section 7.3(a), (j) or (cc) of the Credit Agreement.”

(vi)The last paragraph of Section 9 of the Account Pledge Agreement is amended and restated in its entirety as follows:

“with a copy to:

Xxxx Xxxxxxxx LLP

Prior to May 2, 2016:

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

On and after May 2, 2016:

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxx Xxxx, Esq.

Telecopy: (000) 000-0000

Telephone: (000) 000-0000

e-mail: xxxxxxxx@xxxxxxxxxxxx.xxx”.

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LEGAL_US_E #119578601.7

It is further understood and agreed that the Credit Agreement and any other relevant Loan Document may be amended with the consent of the Administrative Agent (and without the need to obtain the consent of any other Lender) solely for corrective purposes, to cure ambiguities or defects in accordance with the modifications to the Credit Agreement set forth in this Agreement, or to cause such Loan Documents to be consistent with the Credit Agreement as modified by this Agreement.

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LEGAL_US_E #119578601.7

This Agreement shall become effective on the date on which the Administrative Agent receives an executed signature page hereto from each of the parties hereto. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

[Signature pages to follow]

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LEGAL_US_E #119578601.7

Very truly yours,
NATIONAL MENTOR HOLDINGS, INC., as Borrower
By:	/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Chief Financial Officer

[Signature to Letter Agreement]

BARCLAYS BANK, PLC, as Administrative Agent and Issuing Lender
By:	/s/ Xxxxxxx X. Xxxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxxx
Title:		Vice President

[Signature to Letter Agreement]