0001104659-07-040079 Sample Contracts

Contract
Credit Agreement • May 15th, 2007 • National Mentor Holdings, Inc. • Services-social services • New York

FIRST AMENDMENT, dated as of February 28, 2007 (this “First Amendment”), to the Credit Agreement, dated as of June 29, 2006 (the “Credit Agreement”), 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 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”) and the Lenders providing the relevant replacement Credit-Linked Deposits (the “Replacement Institutional L/C Lenders”), the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).

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