0000950123-10-113174 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental 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”).

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AMENDMENT NO. 2 TO TERM LOAN AGREEMENT
Term 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”).

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