Exhibit 10.2





Exhibit 10.2




SUPPLEMENTAL INDENTURE




SUPPLEMENTAL INDENTURE dated as of January 27, 2011 (the “Supplemental Indenture”),
between NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Company”) and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).



WHEREAS there has heretofore been executed and delivered to the Trustee an Indenture dated as
of June 29, 2006 (the “Indenture”), providing for the issuance of the Company’s 111/4% Senior
Subordinated Notes due 2014 (the “Notes”);



WHEREAS Section 9.02 of the Indenture provides that the Company and the Trustee may amend the
Indenture with the written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding;



WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental
Indenture;



WHEREAS, the Company has offered to tender (the “Tender Offer”) any and all of the
outstanding Notes for cash, upon the terms and subject to the conditions set forth in the Company’s
offer to purchase and consent solicitation statement, dated as of January 19, 2011 (the “Offer
to Purchase”), as may be amended, supplemented or modified from time to time;



WHEREAS, in connection with the Tender Offer, the Company has also solicited consents from the
Holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the
Indenture as described in the Offer to Purchase and set forth in Article I of this Supplemental
Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or
waiver by the Company of the conditions to the Tender Offer and the acceptance by the Company for
purchase and payment of the Notes validly tendered and not validly withdrawn pursuant to the Tender
Offer;



WHEREAS the Holders of at least a majority in aggregate principal amount of the Notes
outstanding have consented to the amendments effected by this Supplemental Indenture in accordance
with Section 9.02 of the Indenture;



WHEREAS all things necessary to make this Supplemental Indenture a valid agreement, in
accordance with its terms, have been complied with or have been performed or done; and



WHEREAS, pursuant to the terms of the Tender Offer to which this Supplemental Indenture
relates, a consent payment will be made to certain holders of the Notes who tender their Notes and
deliver their consents to the Proposed Amendments.



NOW THEREFORE, this Supplemental Indenture witnesseth that, for and in consideration of the
premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:



ARTICLE I




AMENDMENTS TO INDENTURE





	 	(a)	 	The Indenture is hereby amended to delete each of the following sections in
their entirety, and insert in lieu thereof the phrase “[Intentionally Omitted]”:






	 	(i)	 	Section 4.03. Reports and Other Information.
	 
	 	(ii)	 	Section 4.04. Compliance Certificate.
	 
	 	(iii)	 	Section 4.05. Taxes.
	 
	 	(iv)	 	Section 4.06. Stay, Extension and Usury Laws.
	 
	 	(v)	 	Section 4.07. Limitation on Restricted Payments.




 


 









 





	 	(vi)	 	Section 4.08. Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries.
	 
	 	(vii)	 	Section 4.09. Limitation on Incurrence of Indebtedness and
Issuance of Disqualified Stock and Preferred Stock.
	 
	 	(viii)	 	Section 4.10. Asset Sales.
	 
	 	(ix)	 	Section 4.11. Transactions with Affiliates.
	 
	 	(x)	 	Section 4.12. Liens.
	 
	 	(xi)	 	Section 4.13. Corporate Existence.
	 
	 	(xii)	 	Section 4.14. Offer to Repurchase Upon Change of Control.
	 
	 	(xiii)	 	Section 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.
	 
	 	(xiv)	 	Section 4.17. Limitation on Layering.
	 
	 	(xv)	 	Clauses (3) and (4) of paragraph (a) of Section 5.01 (Merger,
Consolidation or Sale of All or Substantially All Assets); and
	 
	 	(xvi)	 	Clauses (3), (4) and (5) of Section 6.01 (Events of Default).






	 	(b)	 	Any definition used exclusively in the provisions of the Indenture that are
deleted pursuant to this Article I, and any definitions used exclusively within such
definitions, are hereby deleted in their entirety from the Indenture, and all
references in the Indenture to any sections or clauses set forth above in this Article
I, any and all obligations thereunder and any event of default related solely to such
sections and clauses, are hereby deleted throughout the Indenture.





ARTICLE II




MISCELLANEOUS





	 	(a)	 	Instruments To Be Read Together. This Supplemental Indenture is an indenture
supplemental to and in implementation of the Indenture, and said Indenture and this
Supplemental Indenture shall henceforth be read together.






	 	(b)	 	Confirmation. The Indenture as amended and supplemented by this Supplemental
Indenture is in all respects confirmed and preserved.






	 	(c)	 	Terms Defined. Capitalized terms used in this Supplemental Indenture have been
inserted for convenience of reference only, and are not to be considered a part hereof
and shall in no way modify or restrict any of the terms and provisions hereof.






	 	(d)	 	Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies or conflicts with another provision that is required to be included
in this Supplemental Indenture or the Indenture by the Trust Indenture Act, the
required provision shall control.






	 	(e)	 	Headings. The headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, and are not to be
considered a part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.






	 	(f)	 	Governing Law. The laws of the State of New York shall govern this
Supplemental Indenture.




 


 









 











	 	(g)	 	Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.






	 	(h)	 	Effectiveness; Operativeness. This Supplemental Indenture will become
effective and binding upon the Company, the Trustee and the Holders of the Notes upon
execution and delivery of this Supplemental Indenture. All of the provisions of this
Supplemental Indenture other than Article I hereof will become operative on, and
simultaneously with, the time that this Supplemental Indenture becomes effective.
Article I of this Supplemental Indenture will become operative upon, and simultaneously
with, and shall have no force or effect prior to, the written notification to the
trustee by the Company that it has accepted for purchase and payment (the “Early
Settlement Date”) Notes constituting at least a majority in aggregate principal
amount of the Notes then outstanding, pursuant to the terms of the Tender Offer.






	 	(i)	 	Termination. The provisions of this Supplemental Indenture will take effect
immediately upon its execution and delivery by the Trustee in accordance with the
provisions of Sections 9.02 and 9.06 of the Indenture; provided, that the amendments to
the Indenture set forth in Article I of this Supplemental Indenture shall become
operative as specified in Section 2(h) hereof. Prior to the Early Settlement Date, the
Company may terminate this Supplemental Indenture upon written notice to the Trustee.






	 	(j)	 	Acceptance by Trustee. The Trustee accepts the Proposed Amendments to the
Indenture effected by this Supplemental Indenture and agrees to execute the trusts
created by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture.






	 	(k)	 	Responsibility of Trustee. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture.




 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.



	 	 	 	 	 
	 	NATIONAL MENTOR HOLDINGS, INC.

 	 
	 	By:  	/s/  Denis M. Holler
 	 
	 	 	Name:  	Denis M. Holler 	 
	 	 	Title:  	Executive Vice President,

Chief Financial Officer and Treasurer 	 



Signature Page to Supplemental Indenture






 


 









 







	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/  Joshua A. Hahn
 	 
	 	 	Name:  	Joshua A. Hahn 	 
	 	 	Title:  	Assistant Vice President 	 



Signature Page to Supplemental Indenture