Exhibit 10.15


 


NATIONAL
MENTOR, LLC

MANAGEMENT SERVICES AGREEMENT


 


THIS MANAGEMENT SERVICES
AGREEMENT (this “Agreement”), dated as of May 1, 2003, is by and
between National Mentor, LLC, a Delaware limited liability company (the “Company”),
and Madison Dearborn Partners III, L.P., a Delaware limited partnership (the “Advisor”).


 


WHEREAS, the Company
desires to retain the Advisor and the Advisor desires to perform for the
Company certain services.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.                                       Term.  This Agreement will continue from the date
hereof until the first to occur of (i) the date on which neither Madison
Dearborn Capital Partners III, L.P. (“MDCP”) nor any of its affiliates
holds directly or indirectly any equity securities of the Company or its
successors or (ii) the Company’s consummation of an underwritten public
offering of shares of its common stock registered under the Securities Act of
1933, as amended.  No termination of this
Agreement, whether pursuant to this Section or otherwise, shall affect the
Company’s obligations with respect to the fees, costs and expenses incurred by
the Advisor in rendering services hereunder and not reimbursed by the Company
as of the effective date of such termination.


 


2.                                       Services.  The Advisor shall perform or cause to be
performed such services for the Company and its direct and indirect subsidiaries
as directed by the Company’s board of directors and agreed to by the Advisor,
which may include, without limitation, the following:


 


(a)                                  general
management services;


 


(b)                                 identification,
support, negotiation and analysis of acquisitions and dispositions;


 


(c)                                  support,
negotiation and analysis of financing alternatives, including, without
limitation, in connection with acquisitions, capital expenditures and
refinancing of existing indebtedness;


 


(d)                                 finance
functions, including assistance in the preparation of financial projections,
and monitoring of compliance with financing agreements;


 


(e)                                  strategic
planning functions, including evaluating major strategic alternatives; and


 


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(f)                                    other
services for the Company and its subsidiaries upon which the Company’s board of
directors and the Advisor agree.


 


3.                                       Advisory
Fees and Transaction Fees.


 


(a)                                  Payment
to the Advisor for services rendered in connection with this Agreement shall be
in the amount of $250,000 per year or such other amount as the parties hereto
shall agree (“Advisory Fee”) plus reasonable out-of-pocket expenses of
the Advisor.  Expenses shall be
reimbursed to the Advisor as expenses are incurred.  The Advisory Fee shall be payable quarterly in
advance by the Company in immediately available funds, the first such payment
to be made promptly after the date hereof.


 


(b)                                 The
Advisor shall be entitled to receive from the Company a transaction fee in connection with the consummation of the
transactions contemplated by the Stock Purchase Agreement, dated as of January 28,
2003, by and among National Mentor Services, LLC, a Delaware limited liability
company, as assignee of National Mentor, Inc., Thomas E. Miller, Craig R.
Miller, Douglas V. Miller and the other sellers referenced therein and certain
other management services in an amount equal to $2,000,000.00 (the “Acquisition
Fee”).  The Acquisition Fee shall be
payable to the Advisor on the date of the Closing of such acquisition.


 


4.                                       Subordination.  The Advisor covenants and agrees that the
payment to the Advisor of any Advisory Fee as contemplated in this Agreement
shall be subordinate and junior in right to payment to the extent provided in
the Affiliate Subordination Agreement, dated as of the date hereof, by and
among the Company, the MDCP and the Company’s senior lenders and the agent bank
therefor and others.


 


5.                                       Personnel.  The Advisor shall provide and devote to the
performance of this Agreement such employees, affiliates and agents of the Advisor
as the Advisor shall deem appropriate to the furnishing of the services
required.


 


6.                                       Liability.
 None of the Advisor or any of its
affiliates, members, partners, employees or agents shall be liable to the
Company or any of its subsidiaries or affiliates for any loss, liability,
damage or expense arising out of or in connection with the performance of
services contemplated by this Agreement, unless such loss, liability, damage or
expense shall be proven to result directly from gross negligence, willful
misconduct or bad faith on the part of the Advisor or any of its affiliates,
members, partners, employees or agents acting within the scope of their
employment or authority.


 


7.                                       Indemnity.  The Company and its subsidiaries shall
defend, indemnify and hold harmless the Advisor and each of its affiliates,
members, partners, employees and agents from and against any and all loss,
liability, damage, or expenses arising from any claim (a “Claim”) by any
person with respect to, or in any way related to, the performance of services
contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”)
resulting from any act or omission of the Advisor or any of its affiliates,
members, partners, employees or agents, other than for Claims which shall be
proven to be the direct result of gross negligence, bad faith or willful
misconduct by the Advisor or any of its affiliates, members, partners,
employees or agents.  The Company and its
subsidiaries shall defend at its own cost and expense


 


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any and all suits or actions (just or unjust) which
may be brought against the Advisor and/or any of its subsidiaries or any of its
or their officers, directors, affiliates, members, partners, employees or
agents or in which the Advisor or any of its affiliates, members, partners,
employees or agents may be impleaded with others upon any Claim or Claims, or
upon any matter, directly or indirectly, related to or arising out of this
Agreement or the performance hereof by the Advisor or its affiliates, members,
partners, employees or agents, except that if such damage shall be proven to be
the direct result of gross negligence, bad faith or willful misconduct by the
Advisor or any of its affiliates, members, partners, employees or agents, then
the Advisor shall reimburse the Company for the costs of defense and other
costs incurred by the Company.


 


8.                                       Notices.  All notices or other communications required
or permitted by this Agreement shall be effective upon receipt and shall be in
writing and delivered personally or by overnight courier, or sent by facsimile,
as follows:


 


The
Company:


 


National
Mentor, LLC


313
Congress Street 6th Floor


Boston,
MA 02210


Attention:
President


Fax No. (617)
790-4271


 


The
Advisor:


 


Madison
Dearborn Partners III, L.P.


Three
First National Plaza, Suite 3800


Chicago,
Illinois 60602


Attention:
Timothy Sullivan


Fax No. (312)
895-1001


 


with
a copy to:


 


Kirkland &
Ellis


200
East Randolph Drive


Chicago,
Illinois 60601


Attn:
Sanford E. Perl


Fax
No.: (312) 861-2200


 


9.                                       Assignment.  No party hereto may assign any obligations
hereunder to any other party without the prior written consent of the other
party hereto, which consent shall not be unreasonably withheld; provided,
however, that, notwithstanding the foregoing, the Advisor may assign its
rights and obligations under this Agreement to any of its affiliates without
the consent of the Company.


 


10.                                 Successors.  This Agreement and all the obligations and
benefits hereunder shall inure to the successors and assigns of the parties
hereto.


 


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11.                                 Counterparts.  This Agreement may be executed and delivered
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original and both of which taken together
shall constitute but one and the same agreement.


 


12.                                 Entire
Agreement; Modification; Governing Law. 
The terms and conditions hereof constitute the entire agreement between
the parties hereto with respect to the subject matter of this Agreement and
supersede all previous communications, either oral or written, representations
or warranties of any kind whatsoever, except as expressly set forth
herein.  No modifications of this
Agreement nor waiver of the terms or conditions hereof shall be binding upon
any party hereto  unless approved in
writing by an authorized representative of such party.  All issues concerning this Agreement shall be
governed by and construed in accordance with the laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Illinois.


 


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IN WITNESS WHEREOF, the parties have executed this Management Services
Agreement as of the date first written above.


 


 


	
   

  	
  NATIONAL
  MENTOR, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Donald
  Monack

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MADISON
  DEARBORN PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn
  Partners, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy
  Sullivan

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Managing
  Director