SUPPLEMENTAL INDENTURE
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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").
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of June 29, 2006, providing for the issuance of an unlimited aggregate principal amount of 111/4% Senior Subordinated Notes due 2014 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the "Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to be Bound. The Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
(3) Guarantee. The Guarantor agrees, on a joint and several basis with all the existing and future Guarantors, to fully, unconditionally and irrevocably guarantee to each Holder of the Notes and the Trustee the Guarantor obligations pursuant to Article 11 and Article 12 of the Indenture, including without limitation, the full and prompt payment of the principal of, premium, if any, and interest on the Notes, on a senior subordinated basis as provided in the Indenture.
(4) Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture.
(5) Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
(6) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(7) Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
(8) Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
(9) Headings. The headings of in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
(10) Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the TIA, the provision required by the TIA shall control. Each Guarantor in addition to performing its obligations under its Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the TIA.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| NATIONAL MENTOR HOLDINGS, INC. | ||||||
By: |
/s/ XXXXX X. XXXXXX |
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| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
CAREMERIDIAN, LLC |
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By: |
/s/ XXXXX X. XXXXXX |
|||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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By: |
/s/ XXXXXXX XXXXXXXX |
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| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
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