Exhibit 4.1


 


SUPPLEMENTAL
INDENTURE


 


This Supplemental Indenture, dated as of May 24, 2006
(this “Supplemental Indenture”), among Homework Center, Inc. (the “New
Guarantor”), National MENTOR, Inc. (together with its successors and
assigns, the “Company”), each other then existing Guarantor under the
Indenture referred to below (the “Guarantors”), and U.S. Bank National
Association, Trustee under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Trustee have heretofore
executed and delivered an Indenture, dated as of November 4, 2004 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing
for the issuance of 9-5/8% Senior Subordinated Notes due 2012 of the Company
(the “Notes”);


 


WHEREAS, Section 4.17 of the Indenture provides that
the Company is required to cause Domestic Subsidiaries that are created or
acquired after the date of the Indenture to execute and deliver to the Trustee
a Supplemental Indenture pursuant to which such Subsidiary will fully and
unconditionally guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the Obligations of the Company under
the Notes and the Indenture on a senior subordinated basis, and the performance
of all other obligations of the Company to the Holders and the Trustee all in
accordance with the terms set forth in Article 11 of the Indenture;


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee, the Company and the Guarantors are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent
of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantor, the Company, the other Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:


 


ARTICLE ONE


 


DEFINITIONS


 


Section 1.1                                      Defined Terms.
As used in this Supplemental Indenture, terms defined in the Indenture or in
the preamble or recital hereto are used herein as therein defined, except that
the term “Holders” in this Supplemental Indenture shall refer to the
term “Holders” as defined in the Indenture and the Trustee acting on
behalf or for the benefit of such holders. The words “herein,” “hereof” and
“hereby” and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.


 

















 


ARTICLE TWO


 


AGREEMENT TO BE BOUND; GUARANTEE


 


Section 2.1                                      Agreement to
be Bound. The New 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 New
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.


 


Section 2.2                                      Guarantee.
The New Guarantor hereby unconditionally guarantees, as primary obligor and not
merely as surety, jointly and severally with each other Guarantor, to each
Holder of the Notes and the Trustee, the full and punctual payment when due,
whether at maturity, upon redemption or repurchase, by declaration of
acceleration or otherwise, of the obligations pursuant to Article 11 of the
Indenture and subject to the terms and conditions of the Indenture.


 


ARTICLE THREE


 


MISCELLANEOUS


 


Section 3.1                                      Ratification
of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer.
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.


 


Section 3.2                                      Governing Law.
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE.


 


Section 3.3                                      No Adverse
Interpretation of Other Agreements. This Supplemental Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person (other than the Indenture). Any such
indenture, loan or debt agreement may not be used to interpret this
Supplemental Indenture or the Indenture.


 


Section 3.4                                      Successors.
All agreements of the New Guarantor in this Supplemental Indenture shall bind
their successors, except as otherwise provided in Article 11 of the Indenture.


 


Section 3.5                                      Severability.
In case any provision in this Supplemental Indenture, the Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


Section 3.6                                      Counterpart
Originals. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 

















 


Section 3.7                                      Headings, etc.
The Headings of the Articles and Sections of this Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a
part of this Supplemental Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.


 

















 


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


 


 


	
   

  	
  HOMEWORK CENTER, INC.,
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John W. Gillespie

  	
   

  
	
   

  	
  Name:

  	
  John W. Gillespie

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John W. Gillespie

  	
   

  
	
   

  	
  Name:

  	
  John W. Gillespie

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  MENTOR, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  MENTOR SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  FAMILY
  ADVOCACY SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  MENTOR SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MENTOR
  MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  MENTOR HEALTHCARE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROLINA
  BEHAVIORAL SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTER
  FOR COMPREHENSIVE SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ILLINOIS
  MENTOR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REHABILITATION
  ACHIEVEMENT CENTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MASSACHUSETTS
  MENTOR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  LOYD’S
  LIBERTY HOMES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  UNLIMITED
  QUEST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST
  STEP INDEPENDENT LIVING PROGRAM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  HORRIGAN
  COLE ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  OHIO
  MENTOR, INC.

  



 

















 


	
   

  	
  SOUTH
  CAROLINA MENTOR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MENTOR
  MARYLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CORNERSTONE
  LIVING SKILLS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  ARIZONA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM ARIZONA REHABILITATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM ARROWHEAD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM ATLANTIC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM CENTRAL LAKES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM COLORADO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM COMMUNITY PAYROLL SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  REM COMMUNITY OPTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM CONNECTICUT COMMUNITY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM CONSULTING & SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM CONSULTING OF OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM COUNCIL BLUFFS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM DEVELOPMENTAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM HEALTH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HEALTH OF IOWA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HEALTH OF NEBRASKA, LCC

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HEALTH OF WISCONSIN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HEALTH OF WISCONSIN II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HEARTLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HENNEPIN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  HOME HEALTH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  INDIANA COMMUNITY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  INDIANA COMMUNITY SERVICES II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  IOWA COMMUNITY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  IOWA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  LEADWAY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM MARYLAND,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  MINNESOTA COMMUNITY SERVICES, INC.

  



 

















 


	
   

  	
  REM
  MINNESOTA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  NEVADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  NEW JERSEY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  NORTH DAKOTA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  NORTH STAR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  OHIO WAIVERED SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  OKLAHOMA COMMUNITY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  PENNSYLVANIA COMMUNITY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  RAMSEY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  RIVER BLUFFS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  SILS OF IOWA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  SOUTH CENTRAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  SOUTHWEST SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  UTAH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  WEST VIRGINIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  WISCONSIN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  WISCONSIN II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM
  WISCONSIN III, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  REM WOODVALE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John W. Gillespie

  	
   

  
	
   

  	
  Name:

  	
  John W. Gillespie

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial

  Officer and Treasurer

  



 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Richard Prokosch

  	
   

  
	
   

  	
  Name:

  	
  Richard
  Prokosch

  
	
   

  	
  Title:

  	
  Vice
  President