Exhibit 4.4


 


SUPPLEMENTAL
INDENTURE


 


 


This Supplemental Indenture, dated as of September 2,
2005 (this “Supplemental Indenture”), among Cornerstone Living Skills, Inc.,
REM Health of Nebraska, LLC and REM Community Payroll Services, LLC (the “New
Guarantors”), 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 Guarantors, 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.  Each of the New Guarantors
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.  Each of
the New Guarantors 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.  Each of the New Guarantors 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 Guarantors 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.


 


2





















 


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.


 


3





















 


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


 


 


	
   

  	
   

  	
  CORNERSTONE
  LIVING SKILLS, INC.,

  
	
   

  	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John W. Gillespie

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John W.
  Gillespie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial
  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REM HEALTH OF
  NEBRASKA LLC,

  
	
   

  	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John W. Gillespie

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John W.
  Gillespie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial
  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REM COMMUNITY
  PAYROLL SERVICES LLC,

  
	
   

  	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John W. Gillespie

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John W.
  Gillespie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial
  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL MENTOR, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John W. Gillespie

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John W. Gillespie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President 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.

  
	
   

  	
  REM, INC.

  
	
   

  	
  REM ARIZONA, INC.

  
	
   

  	
  REM ARIZONA REHABILITATION, INC.

  
	
   

  	
  REM ARROWHEAD, INC.

  
	
   

  	
  REM ATLANTIC, INC.

  
	
   

  	
  REM CENTRAL LAKES, INC.

  
	
   

  	
  REM COLORADO, INC.

  
	
   

  	
  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 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John W. Gillespie

  	
   

  
	
   

  	
  Name:

  	
  John W.
  Gillespie

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Treasurer

  



 





















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Richard Prokosch

  	
   

  
	
   

  	
  Name:

  	
  Richard Prokosch

  
	
   

  	
  Title:

  	
  Vice President