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).
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”).
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.
