Exhibit 10.2


 


 


NATIONAL
MENTOR HOLDINGS, INC.


 


NATIONAL
MENTOR, INC.,


as borrower


 


THE SEVERAL
LENDERS

FROM TIME TO TIME PARTIES HERETO,


 


JPMORGAN CHASE
BANK, N.A.


(formerly
known as JPMORGAN CHASE BANK),

as administrative agent


 


and


 


 


J.P. MORGAN
SECURITIES INC.


 


and


 


BANC OF
AMERICA SECURITIES LLC,

as joint lead arrangers and joint bookrunners


 


 


FIRST
AMENDMENT TO THE


AMENDED
AND RESTATED CREDIT AGREEMENT


 


 


REFINANCING OF $174,562,500
TRANCHE B TERM LOAN FACILITY


 


 


March 30, 2005


 





















 


FIRST
AMENDMENT, dated as of March 30, 2005 (this “First Amendment”), to
the Amended and Restated Credit Agreement, dated as of November 4, 2004
(the “Credit Agreement”), among NATIONAL MENTOR HOLDINGS, INC., a
Delaware corporation (“Holdings”), NATIONAL MENTOR, 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”), the “Lenders”), JPMORGAN CHASE BANK,
N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the
Lenders thereunder (in such capacity, the “Administrative Agent”), and
the other Agents parties thereto.


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Borrower, the Existing Lenders and the Administrative Agent are parties to the
Credit Agreement;


 


WHEREAS, the
Borrower has requested that the Administrative Agent and the Lenders agree to
amend the pricing of the Tranche B Term Loans under the Credit Agreement;


 


WHEREAS, the
Lenders and the Administrative Agent are willing to agree to such amendment,
but only upon the terms and subject to the conditions set forth herein; and


 


WHEREAS, the
Borrower has asked J.P. Morgan Securities Inc. and Banc of America Securities
LLC to act as joint lead arrangers and joint bookrunners for this First
Amendment and J.P. Morgan Securities Inc. and Banc of America Securities LLC
have agreed to serve in such capacities;


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:


 


1.             Defined Terms.  Unless otherwise defined herein, capitalized
terms that are defined in the Credit Agreement are used herein as therein
defined.


 


2.             Replacement of Tranche B Term
Loans.


 


(a)           The
Borrower acknowledges and agrees that (i) it wishes to reprice the Tranche
B Term Loans in accordance with the pricing provided for in this First
Amendment and (ii) with the consent of the Administrative Agent, and
having given at least three Business Days’ advance notice to the Tranche B Term
Loan Lenders, instead of prepaying the Tranche B Term Loans and borrowing new
ones in order to effect such repricing, it has elected to require the Tranche B
Term Loan Lenders not consenting to this First Amendment to assign their
Tranche B Term Loans to the Administrative Agent and its designees and to amend
with their consent and the consent of Tranche B Term Loan Lenders consenting to
this First Amendment the pricing applicable to the Tranche B Term Loans as
provided for in this First Amendment, all as permitted and contemplated by the
last two paragraphs of Section 10.1 of the Credit Agreement.  Each of the Administrative Agent and its
designees, and each existing Tranche B Term Loan Lender that consents to this
First Amendment, shall automatically be deemed to be a Replacement Tranche B
Term Loan Lender in accordance with the second to last paragraph of


 


1





















 


Section 10.1 of the Credit Agreement and
no further action by such Tranche B Term Loan Lender shall be required.


 


(b)           The
Administrative Agent and its designees as set forth on the signature pages hereto
or in consents hereto (i) severally agree to purchase the Tranche B Term
Loans being assigned as contemplated by paragraph (a) of this Section 2
on the First Amendment Effective Date (as defined below) in the respective
principal amounts set forth with their signatures on such signature pages or
consents and (ii) consent to the amendments to the Credit Agreement
contained in this First Amendment.  Such
purchase shall be made at par.  It is
agreed, and notwithstanding any provision of the Credit Agreement to the contrary,
that $174,000,000 of the Tranche B Term Loans shall be subject as of the First
Amendment Effective Date to an Interest Period ending on May 9, 2005 and
that the Eurodollar Rate applicable to such portion of the Tranche B Term Loans
for such Interest Period shall be 2.77% per annum.  The remaining $562,500 of the Tranche B Term
Loans shall be ABR Loans as of the First Amendment Effective Date.  The Borrower agrees to pay (i) accrued
interest on the Tranche B Term Loans on the First Amendment Effective Date and (ii) any
amounts due to the Tranche B Term Loan Lenders that are not Replacement Tranche
B Term Loan Lenders pursuant to Section 2.20(c) of the Credit
Agreement, as though the Tranche B Term Loans held by them had been prepaid on
the First Amendment Effective Date.


 


(c)           By
receiving such purchase price to be made at par, as provided in the last two
paragraphs of Section 10.1, the Tranche B Term Loan Lenders not consenting
to this First Amendment shall automatically be deemed to have assigned their
Tranche B Term Loans pursuant to the terms of the form of Assignment and Assumption
attached as Exhibit E to the Credit Agreement, and accordingly no other
action by such Tranche B Term Loan Lenders shall be required in connection with
such assignment or this First Amendment.


 


3.             Amendments
to Section 1.1.


 


(a)           The
definition of “Applicable Margin” in Section 1.1 of the Credit Agreement
is hereby amended in its entirety as follows:


 


“Applicable
Margin”:  for each Type of Loan, the
rate per annum set forth under the relevant column heading below:


 


	
   

  	
   

  	
  ABR Loans

  	
   

  	
  Eurodollar Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolving
  Loans and Swingline Loans

  	
   

  	
  2.25%

  	
   

  	
  3.25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche B
  Term Loans

  	
   

  	
  1.50%

  	
   

  	
  2.50%

  	
   

  



 


; provided, that (i) with respect
to the Revolving Loans and Swingline Loans, on and after the first Adjustment
Date after the Closing Date and (ii) with respect to the Tranche B Term
Loans, on or after the First Amendment Effective Date (as defined in the First
Amendment, dated as of March 30, 2005), in each case, the Applicable


 


2





















 


Margin with respect to the Revolving Loans,
Swingline Loans and Tranche B Term Loans will be determined pursuant to the
Pricing Grid.


 


(b)           The
definition of “Pricing Grid” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the “Pricing Grid for Tranche B Term
Loans” as follows:


 


Pricing for Tranche B Term Loans:


 


	
  Consolidated Leverage

  Ratio

  	
   

  	
  Applicable
  Margin for

  Eurodollar Loans

  	
   

  	
  Applicable
  Margin for

  ABR Loans

  	
   

  
	
  > 3.50 to 1.00

  	
   

  	
  2.50%

  	
   

  	
  1.50%

  	
   

  
	
  < 3.50 to 1.00

  	
   

  	
  2.25%

  	
   

  	
  1.25%

  	
   

  



 


4.             Amendment
to Section 2.10.  Section 2.10
of the Credit Agreement is hereby amended by adding the following provisio
after the first proviso at the end of the first sentence thereof:


 


“provided
further that, during the period from the First Amendment Effective Date
(as defined in the First Amendment, dated March 30, 2005) to but excluding
the first anniversary of the First Amendment Effective Date, any optional
prepayment of the Tranche B Term Loans of any Lender using proceeds of
Indebtedness incurred by the Borrower from a substantially concurrent issuance
or incurrence of syndicated term loans provided by one or more banks or other
financial institutions for which the interest rate payable thereon is lower
than the Eurodollar Rate on the date of such optional prepayment plus the Applicable
Margin with respect to the Tranche B Term Loans shall be accompanied by payment
of a 1% prepayment premium on the principal amount of such Lender’s Tranche B
Term Loan prepaid (unless such prepayment premium is waived by such Lender).”


 


5.             Conditions
to Effectiveness of this First Amendment. 
This First Amendment shall become effective upon the date (the “First
Amendment Effective Date”) when the following conditions are satisfied:


 


(a)           First
Amendment to Credit Agreement.  The
Administrative Agent shall have received counterparts of this First Amendment
or consents hereto (substantially in the form attached hereto as Exhibit A),
duly executed and delivered by the Borrower and each Replacement Tranche B Term
Loan Lender, provided that the Administrative Agent and its designees
shall together have sufficient commitments to purchase all of the Tranche B
Term Loans of the other Tranche B Term Loan Lenders that are not Replacement
Tranche B Term Loan Lenders as contemplated hereby.


 


3





















 


(b)           Fees.  The Administrative Agent shall have received
all fees required to be paid on or before the First Amendment Effective Date,
and all expenses required to be paid on or before the First Amendment Effective
Date for which invoices have been presented.


 


(c)           Security
Documents.  The Administrative Agent
shall have received the Acknowledgment and Confirmation, substantially in the
form of Exhibit B hereto, executed and delivered by an authorized officer
of the Borrower and each other Loan Party.


 


(d)           Interest.  The Administrative Agent shall have received
in immediately available funds an amount equal to the accrued interest on the
Tranche B Term Loans and any amounts payable pursuant to Section 2.20(c) of
the Credit Agreement.


 


(e)           Closing
Certificate.  The Administrative
Agent shall have received a certificate of the Borrower, dated the First
Amendment Effective Date in a form satisfactory to the Administrative Agent.


 


6.             Representations
and Warranties.


 


(a)           No
Default.  No Default or Event of
Default shall have occurred and be continuing on the First Amendment Effective
Date or after giving effect to the transactions contemplated herein.


 


(b)           Representations
and Warranties.  Each of the
representations and warranties made by any Loan Party in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of
the First Amendment Effective Date (after giving effect hereto) as if made on
and as of such date (other than representations and warranties which speak only
as of a certain date, which representations and warranties shall be made only
on such date).


 


7.             Payment
of Expenses.  The Borrower agrees to
pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this First
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent, in each case in
accordance with Section 10.5(a) of the Credit Agreement.


 


8.             Continuing Effect of the Credit
Agreement.  This First Amendment
shall not constitute an amendment or waiver of any provision of the Credit
Agreement not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any further or future action on the part of the
Loan Parties that would require an amendment, waiver or consent of the Lenders
or Administrative Agent.  Except as
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.  Any
reference to the “Credit Agreement” in the Loan Documents or any related
documents shall be deemed to be a reference to the Credit Agreement as amended
by this First Amendment.


 


9.             Counterparts.  This First Amendment may be executed by one
or more of the parties hereto on any number of separate counterparts (including
by facsimile), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


 


4





















 


10.           Severability.  Any provision of this First Amendment which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


11.           Integration.  This First Amendment and the other Loan
Documents represent the agreement of the Loan Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.


 


12.           GOVERNING
LAW.  THIS FIRST AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


5





















 


IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


 


	
   

  	
  NATIONAL MENTOR HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward M. Murphy

  	
   

  
	
   

  	
   

  	
  Name: 
  Edward M. Murphy

  
	
   

  	
   

  	
  Title:   
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward M. Murphy

  	
   

  
	
   

  	
   

  	
  Name: 
  Edward M. Murphy

  
	
   

  	
   

  	
  Title:   
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dawn Lee Lum

  	
   

  
	
   

  	
   

  	
  Name: 
  Dawn Lee Lum

  
	
   

  	
   

  	
  Title:   
  Vice President

  



 


 


National Mentor
First Amendment Signature Page


 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March     , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  [ILLEGIBLE] EUROPEAN CLO S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $826,460.59

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $          0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March     ,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  AVALON CAPITAL LTD. 3

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Asset Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name: Thomas H.B. Ewald

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,611,457.49

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $      0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  CHAMPLAIN CLO, LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $522,013.08

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It:
  $      0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  CHARTER VIEW PORTFOLIO

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Investment Advisor

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $3,631,481.35

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It:
  $       0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  DIVERSIFIED CREDIT PORTFOLIO LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Investment Adviser

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,620,834.78

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It:
  $      0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  AIM FLOATING RATE FUND

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Sub-Advisor

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $794,374.19

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $     0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March    ,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  INVESCO EUROPEAN CDO 1 S.A.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name: Thomas H.B. Ewald

  
	
   

  	
  Title:   Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,134,837.91

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $     0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  INVESCO CBO 2000-1 LTD

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Portfolio Advisor

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $90,787.02

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  LOAN FUNDING IX LLC, for itself or as agent for

  Corporate Loan Funding IX LLC

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,348,473.66

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  SEQUILS-LIBERTY, LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,429,883.41

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  PETRUSSE EUROPEAN CLO S.A.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $522,013.19

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $     0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  SAGAMORE CLO LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $522,013.09

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  SARATOGA CLO 1, LIMITED

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Asset Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas H.B. Ewald

  
	
   

  	
  Name:  Thomas H.B. Ewald

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.33

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  KZH CRESCENT-3 LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Hi Hua

  
	
   

  	
  Name:  Hi Hua

  
	
   

  	
  Title:    Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $748,125.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  KZH CYPRESSTREE-1 LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Hi Hua

  
	
   

  	
  Name:  Hi Hua

  
	
   

  	
  Title:    Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $2,643,375.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  KZH STERLING LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Hi Hua

  
	
   

  	
  Name:  Hi Hua

  
	
   

  	
  Title:    Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,596,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  WHITEHORSE I LTD.

  
	
   

  	
  Whitehorse Capital Partners LP

  
	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Ethan Underwood

  
	
   

  	
  Name:  Ethan Underwood

  
	
   

  	
  Title:    Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FRANKLIN FLOATING RATE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  Richard Hsu

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,197,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
  /s/ Richard Hsu

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 


















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FRANKLIN FLOATING RATE MASTER

  SERIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  Richard Hsu

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,197,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
  /s/ Richard Hsu

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FRANKLIN CLO III, LIMITED

  
	
   

  	
   

  
	
   

  	
  /s/ David Ardini

  
	
   

  	
  Name:  David Ardini

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $798,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FRANKLIN CLO II, LIMITED

  
	
   

  	
  /s/ David Ardini

  
	
   

  	
  Name:  David Ardini

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $798,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March    ,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  PREMIUM LOAN TRUST I LTD.

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy S. Van Kirk

  
	
   

  	
  Name:  Timothy S. Van Kirk

  
	
   

  	
  Title:    Manager Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March    ,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey P. Hoffman

  
	
   

  	
  Name:  Jeffrey P. Hoffman

  
	
   

  	
  Title:    Its Duly Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $15,960,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  CELERITY CLO LIMITED

  
	
   

  	
  By:

  	
  TCW Advisors, Inc.

  
	
   

  	
   

  	
  As Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $498,750

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  C-SQUARED CDO LTD.

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., as its Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FIRST 2004-I CLO, LTD.

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $2,244,375

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  FIRST 2004-II CLO, LTD.

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,745,625

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March   , 2005, to the Amended and Restated Credit Agreement,
  dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC.,
  NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other
  financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Jefferson-Pilot Life Insurance Company

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $249,375

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  LOAN FUNDING I LLC, a wholly owned

  subsidiary of Citibank, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., as portfolio manager of

  Loan Funding I LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,496,250

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  TCW Senior Secured Loan Fund

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  VELOCITY CLO, LTD.

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Miller

  
	
   

  	
  Name:  Matthew A. Miller

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
  Name:  Jonathan R. Insull

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,496,250

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  
				



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Brown Brothers Harriman & Co.

  
	
   

  	
   

  
	
   

  	
  /s/ John D. Rogers

  
	
   

  	
  Name:  John D. Rogers

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $6,982,499.98

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $   0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment,

  
	
   

  	
  dated March 28, 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Goldman Sachs Credit Partners, L.P.

  
	
   

  	
   

  
	
   

  	
  /s/ Pedro Ramirez

  
	
   

  	
  Name:  Pedro Ramirez

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,655,850

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment,

  
	
   

  	
  dated March    , 2005, to the Amended and
  Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL
  MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the
  several banks and other financial institutions parties thereto, JPMORGAN
  CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative
  agent for the Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Merrill Lynch Capital, a division of Merrill Lynch

  Business Financial Services Inc.

  
	
   

  	
   

  
	
   

  	
  /s/ Luis Viera

  
	
   

  	
  Name:  Luis Viera

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $7,481,250.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment,

  
	
   

  	
  dated March    , 2005, to the Amended and
  Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL
  MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the
  several banks and other financial institutions parties thereto, JPMORGAN
  CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative
  agent for the Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  BALLYROCK CDO I Limited

  
	
   

  	
  By:

  	
  BALLYROCK Investment Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Lisa Rymut

  
	
   

  	
  Name:  Lisa Rymut

  
	
   

  	
  Title:    Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,665,825

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  BALLYROCK CLO II Limited

  
	
   

  	
  By:

  	
  BALLYROCK Investment Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Lisa Rymut

  
	
   

  	
  Name:  Lisa Rymut

  
	
   

  	
  Title:    Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,665,825

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Venture IV CDO Limited

  
	
   

  	
  By its investment advisor, MJX Asset Management

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth Ostmann

  
	
   

  	
  Name:  Kenneth Ostmann

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March    ,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Vista Leveraged Income Fund

  
	
   

  	
  By its investment advisor, MJX Asset Management LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth Ostmann

  
	
   

  	
  Name: Kenneth Ostmann

  
	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sequils-Centurion V, Ltd.

  
	
   

  	
  By:  American Express Asset
  Management Group,

  
	
   

  	
  Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent P. Pham

  
	
   

  	
  Name:  Vincent P. Pham

  
	
   

  	
  Title:    Director-Operations

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $897,750

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Centurion CDO II, Ltd.

  
	
   

  	
  By:  American Express Asset
  Management Group,

  
	
   

  	
  Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent P. Pham

  
	
   

  	
  Name:  Vincent P. Pham

  
	
   

  	
  Title:    Director-Operations

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $847,875

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Centurion CDO VI, Ltd.

  
	
   

  	
  By:  American Express Asset
  Management Group,

  
	
   

  	
  Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent P. Pham

  
	
   

  	
  Name:  Vincent P. Pham

  
	
   

  	
  Title:    Director-Operations

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $798,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Centurion CDO VII, Ltd.

  
	
   

  	
  By:  American Express Asset
  Management Group,

  
	
   

  	
  Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent P. Pham

  
	
   

  	
  Name:  Vincent P. Pham

  
	
   

  	
  Title:    Director-Operations

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $2,194,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Centurion CDO 8, Limited

  
	
   

  	
  By:  American Express Asset
  Management Group,

  
	
   

  	
  Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent P. Pham

  
	
   

  	
  Name:  Vincent P. Pham

  
	
   

  	
  Title:    Director-Operations

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March , 2005, to
  the Amended and Restated Credit Agreement, dated as of November 4, 2004,
  among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”),
  the several banks and other financial institutions parties thereto, JPMORGAN
  CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative
  agent for the Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of DC

  
	
   

  	
  Funding Partners, portfolio manager for DENALI

  
	
   

  	
  CAPITAL CLO I, LTD., or an affiliate

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Coseo

  
	
   

  	
  Name: Robert M. Coseo

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,795,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $TBD

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 


















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of DC

  
	
   

  	
  Funding Partners, portfolio manager for DENALI

  
	
   

  	
  CAPITAL CLO III, LTD., or an affiliate

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Coseo

  
	
   

  	
  Name:  Robert M. Coseo

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,795,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $ TBD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March     , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of DC

  
	
   

  	
  Funding Partners, portfolio manager for DENALI

  
	
   

  	
  CAPITAL CLO IV, LTD., or an affiliate

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Coseo

  
	
   

  	
  Name:  Robert M. Coseo

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,396,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $ TBD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Oppenheimer Senior Floating Rate Fund

  
	
   

  	
   

  
	
   

  	
  /s/ Lisa Chaffee

  
	
   

  	
  Name:  Lisa Chaffee

  
	
   

  	
  Title:    AVP

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Stanfield/RMF Transatlantic CDO Ltd.

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:  [Illegible]

  
	
   

  	
  Title:    Managing Partner

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Stanfield Modena CDO, Ltd.

  
	
   

  	
  By:

  	
  Stanfield Capital Partners, LLC

  
	
   

  	
   

  	
  as its Asset Manager

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:  [Illegible]

  
	
   

  	
  Title:    Managing Partner

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,496,250.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Hamilton CDO, Ltd.

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  As Its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:  [Illegible]

  
	
   

  	
  Title:    Managing Partner

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,496,250.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March 29,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  BUSHNELL CBNA LOAN FUNDING LLC, FOR

  
	
   

  	
  ITSELF OR AS AGENT FOR BUSHNELL CFPI

  
	
   

  	
  LOAN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Dominic Blea

  
	
   

  	
  Name:  Dominic Blea

  
	
   

  	
  Title:    As Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  GSC PARTNERS CDO FUND V, LIMITED

  
	
   

  	
  By:  GSCP (NJ), L.P, as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  /s/ Alexander Wright

  
	
   

  	
  Name:  Alex Wright

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit Agreement,
  dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC.,
  NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other
  financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  WIND RIVER CLO I LTD.

  
	
   

  	
   

  
	
   

  	
  /s/ James R. Fellows

  
	
   

  	
  Name:  James R. Fellows

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Dryden III - Leveraged Loan CDO 2002

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy W. Aker

  
	
   

  	
  By Prudential Investment Management, Inc., as

  
	
   

  	
  Collateral Manager

  
	
   

  	
  Timothy W. Aker

  
	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $3,990,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Dryden IV - Leveraged Loan CDO 2003

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy W. Aker

  
	
   

  	
  By Prudential Investment Management, Inc., as

  
	
   

  	
  Collateral Manager

  
	
   

  	
  Timothy W. Aker

  
	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $3,990,000.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Amam Group Pension Trust II for the Amam

  
	
   

  	
  Broadscope Pool

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:  AT

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Hewlett’s Island CDO, Ltd.

  
	
   

  	
  By:  CypressTree Investment Management

  
	
   

  	
  Company, Inc., as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martha Hadeler

  
	
   

  	
  Name:  Martha Hadeler

  
	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  HUDSON STRAITS CLO 2004, LTD.

  
	
   

  	
  By Royal Bank of Canada as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melissa  Marano

  
	
   

  	
  Name:  Melissa Marano

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $3,990,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  GRANITE VENTURES I LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stone Tower Debt Advisors LLC

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:    Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,995,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Azur Funding

  
	
   

  	
   

  
	
   

  	
  /s/ Frank Fletcher

  
	
   

  	
  Name:  Frank Fletcher

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $13,965,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March 29,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  CYPRESSTREE CLAIF FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  
	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
  Title:    Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated March 29,
  2005, to the Amended and Restated Credit Agreement, dated as of
  November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR,
  INC. (the “Borrower”), the several banks and other financial
  institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and
  the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  
	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
  Title:    Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.33

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Castle Hill II - INGOTS, Ltd., as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,815,740.68

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, Inc., as Collateral Manager for

  
	
   

  	
  Brant Point CBO 1999-1 LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,220.31

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Castle Hill III CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.43

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other
  financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Race Point CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.43

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Race Point II CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,810.43

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Castle Hill I - INGOTS, Ltd., as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.43

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager for

  
	
   

  	
  Loan Funding XI LLC, as Term Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Hawkins

  
	
   

  	
  Name:  Jeffrey Hawkins

  
	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,118,569.06

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 


















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  LONG LANE MASTER TRUST IV

  
	
   

  	
   

  
	
   

  	
  /s/ Ann E. Morris

  
	
   

  	
  Name:  Ann E. Morris

  
	
   

  	
  Title:    Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $2,507,607.58

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  By:  Callidus Debt Partners CDO Fund I, Ltd.

  
	
   

  	
  By:  Its Collateral Manager

  
	
   

  	
  Callidus Capital Management, LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Wayne Mueller

  
	
   

  	
  Name:  Wayne Mueller

  
	
   

  	
  Title:    Senior Managing
  Director

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $997,500

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $     -

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
  By:

  	
  Boston Management and Research as

  
	
   

  	
   

  	
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $2,443,875

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR INCOME TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $922,687.50

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR

  LOAN [ILLEGIBLE]

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,346,625

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  COSTANTINUS EATON VANCE CDO V, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $783,037.50

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE CDO VI LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $783,037.50

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  GRAYSON & CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BOSTON MANAGEMENT AND

  
	
   

  	
   

  	
  RESEARCH AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $6,105,950

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  THE NORINCHUKIN BANK, NEW YORK

  
	
   

  	
  BRANCH, through State Street Bank and Trust

  
	
   

  	
  Company N.A. as Fiduciary Custodian

  
	
   

  	
   

  
	
   

  	
  By:  Eaton Vance Management, Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,632,162.52

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other
  financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE

  
	
   

  	
  LIMITED DURATION INCOME FUND

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $847,875

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $249,375

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR FLOATING-RATE TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,319,187.50

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March   , 2005, to the Amended and Restated Credit Agreement,
  dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC.,
  NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other
  financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly
  known as JPMorgan Chase Bank), as administrative agent for the Lenders
  thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  EATON VANCE FLOATING-RATE INCOME TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EATON VANCE MANAGEMENT

  
	
   

  	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  /s/ Payson F. Swaffield

  
	
   

  	
  Name:  Payson F. Swaffield

  
	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $922,687.50

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Nationwide Life Insurance Company Separate

  
	
   

  	
  Account-B Retirement

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:    Associate Vice
  President

  
	
   

  	
               Public Bonds

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $907,870.34

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Nationwide Mutual Insurance Company

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:    Associate Vice
  President

  
	
   

  	
               Public Bonds

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $10,679,132.59

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $    0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Nationwide Life Insurance Company

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:    Associate Vice
  President

  
	
   

  	
               Public Bonds

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,879,247.09

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  ACA CLO 2005-1, Limited

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $1,000,000

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $1,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  New Tranche B Term Loan Lenders,

  
	
   

  	
  Including Designees of JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE B TERM LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
  /s/ [Illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Principal Amount of Tranche B Term

  
	
   

  	
  Loans to be Purchased by It: $

  



 





















 


	
   

  	
  Signature Page to the First Amendment, dated
  March    , 2005, to the Amended and Restated Credit
  Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS,
  INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
  other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A.
  (formerly known as JPMorgan Chase Bank), as administrative agent for the
  Lenders thereunder, and the other Agents parties thereto

  
	
   

  	
   

  
	
   

  	
  Existing Tranche B Term Loan Lenders

  
	
   

  	
  Consenting to this First Amendment

  
	
   

  	
   

  
	
   

  	
  Oasis Collateralized High Income Portfolios-I Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Patriarch Partners XIII, LLC

  
	
   

  	
   

  	
  Its Managing Agent

  
	
   

  	
   

  
	
   

  	
  /s/ Lynn Tilton

  
	
   

  	
  Name:  Lynn Tilton

  
	
   

  	
  Title:    Manager

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $249,375.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $ 0

  
	
   

  	
   

  
	
   

  	
  Aeries Finance-II Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Patriarch Partners X, LLC

  
	
   

  	
   

  	
  Its Managing Agent

  
	
   

  	
   

  
	
   

  	
  /s/ Lynn Tilton

  
	
   

  	
  Name:  Lynn Tilton

  
	
   

  	
  Title:    Manager

  
	
   

  	
   

  
	
   

  	
  Principal Amount of its

  
	
   

  	
  Existing Tranche B Term Loan: $249,375.00

  
	
   

  	
   

  
	
   

  	
  Additional Amount of Tranche B

  
	
   

  	
  Term Loan to be Purchased by It: $ 0

  



 





















 


EXHIBIT A


 


FORM OF
LENDER CONSENT LETTER


 


NATIONAL
MENTOR, INC.


AMENDED AND
RESTATED CREDIT AGREEMENT


DATED AS OF NOVEMBER 4,
2004


 


	
  To:

  	
  JPMorgan Chase Bank, N.A.,

  
	
   

  	
    as Administrative Agent

  
	
   

  	
  270 Park Avenue

  
	
   

  	
  New
  York, New York 10017

  



 


Ladies and Gentlemen:


 


Reference is
made to that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”; the terms
defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC. (“Holdings”),
NATIONAL MENTOR, INC. (the “Borrower”), the several banks and
other financial institutions or entities from time to time parties to the
Credit Agreement (the “Lenders”), DYMAS FUNDING COMPANY, LLC, GENERAL
ELECTRIC CAPITAL CORPORATION, MERRILL LYNCH CAPITAL and UBS SECURITIES LLC, as
co-documentation agents, BANK OF AMERICA, N.A., as syndication agent, and
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent.


 


The
undersigned, being a Tranche B Term Loan Lender, consents to amend the
provisions of the Credit Agreement solely on the terms described in the First
Amendment, dated as of March    , 2005, substantially in
the form delivered to the undersigned Lender on or prior to the date hereof.


 


	
  Dated: 
  March    , 2005

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (NAME OF LENDER)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Principal Amount of its

  
	
  Existing Tranche B Term Loan: $                                    

  
	
   

  
	
  Additional Amount of Tranche B

  
	
  Term Loan to be Purchased by It: $                              

  
					



 





















 


EXHIBIT B


 


ACKNOWLEDGMENT AND CONFIRMATION


 


1.             Reference is made
to First Amendment, dated as of March    , 2005 (the “First
Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4,
2004 (the “Credit Agreement”), among National Mentor Holdings, Inc.,
a Delaware corporation, National Mentor, Inc., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions parties
thereto (the “Existing Lenders” and, together with the Replacement
Tranche B Term Loan Lenders (as defined in the First Amendment), the “Lenders”),
JPMorgan Chase Bank, N.A. as administrative agent for the Lenders thereunder
(in such capacity, the “Administrative Agent”), and the other Agents
parties thereto.  Unless otherwise
defined herein, capitalized terms that are defined in the Credit Agreement are
used herein as therein defined.


 


2.             Each of the
parties hereto hereby confirms that the Replacement Tranche B Term Loans made
under the Credit Agreement pursuant to the First Amendment are “Obligations”
that are guaranteed pursuant to the Guarantee and Security Agreement in
accordance with its terms and agrees that such party’s obligations under the
Guarantee and Security Agreement shall remain in full force and effect after
giving effect to the First Amendment.


 


3.             THIS ACKNOWLEDGMENT AND
CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


4.             This Acknowledgment and
Confirmation may be executed by one or more of the parties hereto on any number
of separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


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left blank]


 





















 


IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement
and Confirmation to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


 


	
   

  	
  NATIONAL MENTOR HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS

  
	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR, LLC

  
	
   

  	
  NATIONAL MENTOR SERVICES, LLC

  
	
   

  	
  REHABILITATION ACHIEVEMENT CENTER, INC.

  
	
   

  	
  CAROLINA BEHAVIORAL SERVICES, LLC

  
	
   

  	
  REM CONSULTING OF OHIO, INC.

  
	
   

  	
  CENTER FOR COMPREHENSIVE SERVICES, INC.

  
	
   

  	
  FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

  
	
   

  	
  HORRIGAN COLE ENTERPRISES, INC.

  
	
   

  	
  ILLINOIS MENTOR, INC.

  
	
   

  	
  SOUTH CAROLINA MENTOR, INC.

  
	
   

  	
  MASSACHUSETTS MENTOR, INC.

  
	
   

  	
  OHIO MENTOR, INC.

  
	
   

  	
  NATIONAL MENTOR HEALTHCARE, LLC

  
	
   

  	
  UNLIMITED QUEST, INC.

  
	
   

  	
  LOYD’S LIBERTY HOMES, INC.

  
	
   

  	
  FAMILY ADVOCACY SERVICES, LLC

  
	
   

  	
  REM, INC.

  
	
   

  	
  REM ARIZONA, INC.

  
	
   

  	
  REM ARIZONA REHABILITATION, INC.

  
	
   

  	
  REM ARROWHEAD, INC.

  
	
   

  	
  REM ATLANTIC, INC.

  
	
   

  	
  REM CENTRAL LAKES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  REM
  COLORADO, INC.

  
	
   

  	
  REM
  COMMUNITY OPTIONS, INC.

  
	
   

  	
  REM
  CONNECTICUT COMMUNITY SERVICES, INC.

  
	
   

  	
  REM
  CONSULTING & SERVICES, INC.

  
	
   

  	
  REM
  COUNCIL BLUFFS, INC.

  
	
   

  	
  REM
  DEVELOPMENTAL SERVICES, INC.

  
	
   

  	
  REM
  HEALTH, INC.

  
	
   

  	
  REM
  HEALTH OF IOWA, INC,

  
	
   

  	
  REM
  HEALTH OF WISCONSIN, INC.

  
	
   

  	
  MENTOR
  MARYLAND, 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  REM
  WISCONSIN, INC.

  
	
   

  	
  REM
  WISCONSIN II, INC.

  
	
   

  	
  REM
  WISCONSIN III, INC.

  
	
   

  	
  REM
  WOODVALE, INC.

  
	
   

  	
  NATIONAL
  MENTOR SERVICES, INC.

  
	
   

  	
  NATIONAL
  MENTOR SERVICES LLC

  
	
   

  	
  MENTOR
  MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: