Exhibit 4.5


 


SUPPLEMENTAL INDENTURE


 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of August 5, 2009, among National Mentor
Holdings, Inc., a Delaware corporation (the “Issuer”), Lakeview
Ocean State, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”)
and a subsidiary of the Issuer, and U.S. Bank National Association, as trustee
(the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, each of the Issuer and the Guarantors (as
defined in the Indenture referred to below) has heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of June 29,
2006, providing for the issuance of an unlimited aggregate principal amount of
111⁄4% Senior Subordinated Notes due 2014 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Issuer’s Obligations under the Notes
and the Indenture on the terms and conditions set forth herein and under the
Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.


 


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


 


(1)           Capitalized
Terms.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


(2)           Agreement
to be Bound.  The Guarantor hereby
becomes a party to the Indenture as a Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Guarantor under the Indenture.  The
Guarantor agrees to be bound by all of the provisions of the Indenture
applicable to a Guarantor and to perform all of the obligations and agreements
of a Guarantor under the Indenture.


 


(3)           Guarantee.  The Guarantor agrees, on a joint and several
basis with all the existing and future Guarantors, to fully, unconditionally
and irrevocably guarantee to each Holder of the Notes and the Trustee the
Guarantor obligations pursuant to Article 11 and Article 12
of the Indenture, including without limitation, the full and prompt payment of
the principal of, premium, if any, and interest on the Notes, on a senior
subordinated basis as provided in the Indenture.


 


(4)           Notices.
 All notices and other communications to
the Guarantor shall be given as provided in the Indenture.


 


(5)           Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


 

















 


(6)           Governing
Law.  THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


(7)           Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture.


 


(8)           Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


(9)           Headings.  The headings of in this Supplemental
Indenture are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 


(10)         Trust
Indenture Act Controls.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Supplemental
Indenture by the TIA, the provision required by the TIA shall control.  Each Guarantor in addition to performing its
obligations under its Guarantee shall perform such other obligations as may be
imposed upon it with respect to this Indenture under the TIA.


 


[Signature
page follows]


 


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


 


 


	
   

  	
  NATIONAL
  MENTOR HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/
  Denis M. Holler

  
	
   

  	
   

  	
  Name:
  Denis M. Holler

  
	
   

  	
   

  	
  Title:
  Executive Vice President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INSTITUTE
  FOR FAMILY CENTERED SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Denis M. Holler

  
	
   

  	
   

  	
  Name:
  Denis M. Holler

  
	
   

  	
   

  	
  Title:
  Executive Vice President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Prokosch

  
	
   

  	
   

  	
  Name:
  Richard Prokosch

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


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