Exhibit 4.2


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated June 29,
2006 (the “Agreement”) is entered into by and among National MENTOR Holdings, Inc.,
a Delaware corporation (the “Company”), the guarantors listed in Schedule 1
hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), UBS
Investment Bank and Banc of America Securities LLC (together with JPMorgan, the
“Initial Purchasers”).


 


The Company, the Guarantors and the Initial
Purchasers are parties to the Purchase Agreement dated June 29, 2006 (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial
Purchasers of $180,000,000 aggregate principal amount of the Company’s 111⁄4%
Senior Subordinated Notes due 2014 (the “Securities”) which will be guaranteed
on an unsecured senior subordinated basis by each of the Guarantors. As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.


 


In consideration of the foregoing, the parties
hereto agree as follows:


 


1.             Definitions. As used in this
Agreement, the following terms shall have the following meanings:


 


“Additional Guarantor” shall mean any
subsidiary of the Company that executes a Subsidiary Guarantee under the
Indenture after the date of this Agreement.


 


“Agreement” shall have the meaning set forth
in the preamble.


 


“Business Day” shall mean any day that is not
a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Company” shall have the meaning set forth in
the preamble and shall also include the Company’s successors.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time.


 


“Exchange Dates” shall have the meaning set forth
in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean the exchange
offer by the Company and the Guarantors of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration” shall mean a
registration under the Securities Act effected pursuant to Section 2(a) hereof.


 

















 


“Exchange Offer Registration Statement” shall
mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.


 


“Exchange Securities” shall mean senior
subordinated notes issued by the Company and guaranteed by the Guarantors under
the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and
to be offered to Holders of Securities in exchange for Securities pursuant to
the Exchange Offer.


 


“Free Writing Prospectus” means each free
writing prospectus (as defined in Rule 405 under the Securities Act)
prepared by or on behalf of the Company or used or referred to by the Company
in connection with the sale of the Securities.


 


“Guarantors” shall have the meaning set forth
in the preamble and shall also include any Guarantor’s successors and any
Additional Guarantors.


 


“Holders” shall mean the Initial Purchasers,
for so long as they own any Registrable Securities, and each of their
successors, assigns and direct and indirect transferees who become owners of
Registrable Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers.


 


“Indemnified Person” shall have the meaning
set forth in Section 5(c) hereof.


 


“Indemnifying Person” shall have the meaning
set forth in Section 5(c) hereof.


 


“Indenture” shall mean the Indenture relating
to the Securities dated as of June 29, 2006 among the Company, the
Guarantors and U.S. Bank National Association, as trustee, and as the same may
be amended from time to time in accordance with the terms thereof.


 


“Initial Purchasers” shall have the meaning
set forth in the preamble.


 


“Inspector” shall have the meaning set forth
in Section 3(a)(xiii) hereof.


 


“Issuer Information” shall have the meaning
set forth in Section 5(a) hereof.


 


“JPMorgan” shall have the meaning set forth
in the preamble.


 


“Majority Holders” shall mean the Holders of
a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder, any
Registrable Securities owned directly or indirectly by the Company or any of
its affiliates shall not be counted in determining whether such consent


 


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or approval was given by the Holders of such required percentage or
amount; and provided, further, that if the Company shall issue
any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating Broker-Dealer” shall have the
meaning set forth in Section 4(a) hereof.


 


“Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Prospectus” shall mean the prospectus
included in a Registration Statement, including any preliminary prospectus, and
any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and
in each case including any document incorporated by reference therein.


 


“Purchase Agreement” shall have the meaning
set forth in the preamble.


 


“Registrable Securities” shall mean the
Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such
Securities has become effective under the Securities Act and such Securities
have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Securities are eligible to be sold pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule 144A) under the Securities
Act or (iii) when such Securities cease to be outstanding.


 


“Registration Expenses” shall mean any and
all expenses incident to performance of or compliance by the Company and the
Guarantors with this Agreement, including without limitation: (i) all SEC,
stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in connection
with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the
Company and the Guarantors and, in the case of a Shelf


 


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Registration Statement, the fees and disbursements of one counsel for
the Holders (which counsel shall be a nationally recognized law firm
experienced in securities law matters selected by the Majority Holders and
which counsel may also be counsel for the Initial Purchasers) and (viii) the
fees and disbursements of the independent public accountants of the Company and
the Guarantors, including the expenses of any special audits or “comfort”
letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.


 


“Registration Statement” shall mean any
registration statement of the Company and the Guarantors that covers any of the
Exchange Securities or Registrable Securities pursuant to the provisions of
this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“SEC” shall mean the United States Securities
and Exchange Commission.


 


“Securities” shall have the meaning set forth
in the preamble.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended from time to time.


 


“Shelf Additional Interest Date” shall have
the meaning set forth in Section 2(d) hereof.


 


“Shelf Effectiveness Period” shall have the
meaning set forth in Section 2(b) hereof.


 


“Shelf Registration” shall mean a
registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company and the Guarantors that covers all or a
portion of the Registrable Securities (but no other securities unless approved
by a majority of the Holders whose Registrable Securities are to be covered by
such Shelf Registration Statement) on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the
SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein.


 


“Shelf Request” shall have the meaning set
forth in Section 2(b) hereof.


 


“Subsidiary Guarantees” shall mean the
guarantees of the Securities and Exchange Securities by the Guarantors under
the Indenture.


 


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“Staff” shall mean the staff of the SEC.


 


“Target Registration Date” shall have the
meaning set forth in Section 2(d) hereof.


 


“Trust Indenture Act” shall mean the Trust
Indenture Act of 1939, as amended from time to time.


 


“Trustee” shall mean the trustee with respect
to the Securities under the Indenture.


 


“Underwriter” shall have the meaning set
forth in Section 3(e) hereof.


 


“Underwritten Offering” shall mean an
offering in which Registrable Securities are sold to an Underwriter for
reoffering to the public.


 


2.             Registration Under the Securities Act.
(a) To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such
Registration Statement remain effective until 180 days after the last Exchange
Date for use by one or more Participating Broker Dealers. The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their
reasonable best efforts to complete the Exchange Offer not later than 60 days
after such effective date.


 


The Company and the Guarantors shall commence
the Exchange Offer by mailing the related Prospectus, appropriate letters of
transmittal and other accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law,
substantially the following:


 


(i)            that the Exchange
Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for
exchange;


 


(ii)           the dates of acceptance
for exchange (which shall be a period of at least 20 Business Days from the
date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any Registrable
Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement, except as otherwise
specified herein;


 


(iv)          that any Holder electing
to have a Registrable Security exchanged pursuant to the Exchange Offer will be
required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address
(located in the Borough of Manhattan, The City of New York) and in the manner
specified in the notice, or (B) effect such exchange otherwise in
compliance with the applicable procedures of the depositary for such
Registrable


 


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Security, in each case prior to the close of
business on the last Exchange Date; and


 


(v)           that any Holder will be
entitled to withdraw its election, not later than the close of business on the
last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the
notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange and a statement that such Holder is withdrawing its election to
have such Securities exchanged or (B) effecting such withdrawal in
compliance with the applicable procedures of the depositary for the Registrable
Securities.


 


As a condition to participating in the
Exchange Offer, a Holder will be required to represent to the Company and the
Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer it has no arrangement or understanding with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of the Company or any Guarantor and (iv) if such
Holder is a broker-dealer that will receive Exchange Securities for its own
account in exchange for Registrable Securities that were acquired as a result
of market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to
purchasers) in connection with any resale of such Exchange Securities.


 


As soon as practicable after the last
Exchange Date, the Company and the Guarantors shall:


 


(i)            accept for exchange
Registrable Securities or portions thereof validly tendered and not properly
withdrawn pursuant to the Exchange Offer; and


 


(ii)           deliver, or cause to be
delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable
Securities tendered by such Holder.


 


The Company and the Guarantors shall use
their reasonable best efforts to complete the Exchange Offer as provided above
and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate any applicable law or
applicable interpretations of the Staff.


 


(b)           In the event that (i) the Company and
the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above
is not available or may not be completed as soon as practicable after the last
Exchange Date because it would


 


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violate any applicable law or applicable interpretations of the Staff, (ii) the
Exchange Offer is not for any other reason completed by March 26, 2007 or (iii) upon
receipt of a written request (a “Shelf Request”) from any Initial Purchaser
representing that it holds Registrable Securities that are or were ineligible
to be exchanged in the Exchange Offer, the Company and the Guarantors shall use
their reasonable best efforts to cause to be filed as soon as practicable after
such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities
by the Holders thereof and to have such Shelf Registration Statement become
effective.


 


In the event that the Company and the
Guarantors are required to file a Shelf Registration Statement pursuant to
clause (iii) of the preceding sentence, the Company and the Guarantors
shall use their reasonable best efforts to file and have become effective both
an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.


 


The Company and the Guarantors agree to use
their reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the expiration of the period referred to in Rule 144(k)
(or any similar rule then in force, but not Rule 144A) under the
Securities Act with respect to the Registrable Securities or such shorter
period that will terminate when all the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement (the “Shelf Effectiveness Period”). The Company and the Guarantors
further agree to supplement or amend the Shelf Registration Statement and the
related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use
their reasonable best efforts to cause any such amendment to become effective,
if required, and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. The Company and the Guarantors agree
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.


 


(c)           The Company and the Guarantors shall pay all
Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof. Each Holder shall pay all underwriting discounts
and commissions, brokerage commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder’s Registrable Securities pursuant to the
Shelf Registration Statement.


 


(d)           An Exchange Offer Registration Statement
pursuant to Section 2(a) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC or is


 


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automatically effective upon filing with the SEC as provided by Rule 462
under the Securities Act.


 


In the event that either the Exchange Offer
is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or
2(b)(ii) hereof; does not become effective on or prior to March 26,
2007 (the “Target Registration Date”), the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90-day
period immediately following the Target Registration Date and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, in
each case until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, becomes effective or the Securities become
freely tradable under the Securities Act, up to a maximum of 1.00% per annum of
additional interest. In the event that the Company receives a Shelf Request
pursuant to Section 2(b)(iii), and the Shelf Registration Statement
required to be filed thereby does not become effective by the later of (x) March 26,
2007 or (y) 90 days after the delivery of such Shelf Request (such later date,
the “Shelf Additional Interest Date”), then the interest rate on the
Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period immediately following the Shelf Additional Interest Date
and (ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, in each case until the Shelf Registration Statement becomes effective
or the Securities become freely tradable under the Securities Act, up to a
maximum of 1.00% per annum of additional interest.


 


If the Shelf Registration Statement, if
required hereby, has become effective and thereafter either ceases to be
effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists for
more than 30 days (whether or not consecutive) in any 12-month period, then the
interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum commencing on the 31st day in such 12-month period and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, in
each case ending on such date that the Shelf Registration Statement has again
been declared effective or the Prospectus again becomes usable, up to a maximum
of 1.00% per annum of additional interest.


 


(e)           Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company or the Guarantors to comply with
their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)            The Company represents, warrants and
covenants that it (including its agents and representatives) will not prepare,
make, use, authorize, approve or refer to any Free Writing Prospectus, other
than any communication pursuant to Rule 134 under the Securities Act or
any document constituting an offer to sell or solicitation of an offer to


 


8

















 


buy the Securities or the Exchange Securities that falls within the
exception from the definition of prospectus in Section 2(a)(10)(a) of
the Securities Act.


 


3.             Registration Procedures. (a) In
connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall as soon as reasonably practicable:


 


(i)            prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which
form (x) shall be selected by the Company and the Guarantors, (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable
Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith; and use their
reasonable best efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2
hereof;


 


(ii)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for the applicable
period in accordance with Section 2 hereof and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and
Rule 174 under the Securities Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange
Securities;


 


(iii)          in the case of a Shelf Registration, furnish
to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus or preliminary prospectus, and any amendment or
supplement thereto, as such Holder, counsel or Underwriter may reasonably
request in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company and the Guarantors consent to the use of
such Prospectus, preliminary prospectus and any amendment or supplement thereto
in accordance with applicable law by each of the Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or any amendment or supplement thereto in
accordance with applicable law;


 


(iv)          use their reasonable best efforts to register
or qualify the Registrable Securities under all applicable state securities or
blue sky laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement shall reasonably request in writing by the
time the applicable Registration Statement becomes effective; cooperate with
such Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other
acts and things that may be reasonably necessary or advisable to enable each
Holder to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor
any Guarantor shall be required to


 


9

















 


(1) qualify as a foreign corporation or other entity or as a
dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (2) file any general consent to service of process
in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject;


 


(v)           notify counsel for the Initial Purchasers
and, in the case of a Shelf Registration, notify each Holder of Registrable
Securities and counsel for such Holders promptly and, if requested by any such Holder
or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration Statement
or Prospectus or for additional information after the Registration Statement
has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the SEC to
the use of a Shelf Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if,
between the applicable effective date of a Shelf Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or any Guarantor contained in any
underwriting agreement, securities sales agreement or other similar agreement,
if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company or any Guarantor
receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose, (5) of the happening of any event during
the period a Shelf Registration Statement is effective that makes any statement
made in such Shelf Registration Statement or the related Prospectus untrue in
any material respect or that requires the making of any changes in such Shelf
Registration Statement or Prospectus in order to make the statements therein
not misleading and (6) of any determination by the Company or any
Guarantor that a post-effective amendment to a Registration Statement or any
amendment or supplement to the Prospectus would be appropriate;


 


(vi)          use their reasonable best efforts to obtain
the withdrawal of any order suspending the effectiveness of a Registration
Statement or, in the case of a Shelf Registration, the resolution of any objection
of the SEC pursuant to Rule 40l(g)(2), including by filing an amendment to
such Shelf Registration Statement on the proper form, at the earliest possible
moment and provide immediate notice to each Holder of the withdrawal of any
such order or such resolution;


 


(vii)         in the case of a Shelf Registration, furnish
to each Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment
thereto (without any documents incorporated therein by reference or exhibits
thereto, unless requested);


 


(viii)        in the case of a Shelf Registration, cooperate
with the Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates


 


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representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as such Holders may reasonably request at least one Business Day
prior to the closing of any sale of Registrable Securities;


 


(ix)           in the case of a Shelf Registration, upon
the occurrence of any event contemplated by Section 3(a)(v)(5) hereof,
use their reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered (or, to the extent permitted
by law, made available) to purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Holders of Registrable Securities to
suspend use of the Prospectus as promptly as practicable after the occurrence
of such an event, and such Holders hereby agree to suspend use of the
Prospectus until the Company and the Guarantors have amended or supplemented
the Prospectus to correct such misstatement or omission;


 


(x)            a reasonable time prior to the filing of
any Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or of any document that is
to be incorporated by reference into a Registration Statement or a Prospectus
after initial filing of a Registration Statement, provide copies of such
document to the Initial Purchasers and their counsel (and, in the case of a
Shelf Registration Statement, to the Holders of Registrable Securities and
their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) available for discussion of such document;
and the Company and the Guarantors shall not, at any time after initial filing
of a Registration Statement, use or file any Prospectus, any amendment of or
supplement to a Registration Statement or a Prospectus, or any document that is
to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities and their
counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel)
shall reasonably object;


 


(xi)           obtain a CUSIP number for all Exchange
Securities or Registrable Securities, as the case may be, not later than the
initial effective date of a Registration Statement;


 


(xii)          cause the Indenture to be qualified under the
Trust Indenture Act in connection with the registration of the Exchange
Securities or Registrable Securities, as the case may be; cooperate with the
Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the


 


11

















 


terms of the Trust Indenture Act; and execute, and use their reasonable
best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner;


 


(xiii)         in the case of a Shelf Registration, make available for inspection by a representative of the Holders of
the Registrable
Securities
(an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is
identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter);


 


(xiv)        in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;


 


(xv)         if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information
with respect
to such Holder as such Holder reasonably requests to be included therein
and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;


 


(xvi)        in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such
Registrable
Securities
with respect
to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form,


 


12

















 


scope
and
substance,
shall
be reasonably
satisfactory
to the Holders and such
Underwriters
and their respective counsel)
addressed
to each Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort”
letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings,
including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and


 


(xvii)       (a) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial
Purchasers no later than five Business Days following the execution thereof.


 


(b)           In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed
disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing; provided that if such Holder fails
to provide the requested information within 20 Business Days, the Company may exclude such Holder’s Registrable Securities from such Shelf Registration Statement until such time as the information is provided.


 


(c)           In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Guarantors
of the happening of any event of the kind
described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to
the Company and the Guarantors
all copies
in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.


 


(d)           If the Company and the Guarantors shall give any notice pursuant to Section 3(c) hereof to suspend the disposition of Registrable Securities pursuant to a


 


13

















 


Shelf
Registration
Statement,
the Company and the Guarantors shall extend the period during which such Shelf Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 45 days for each suspension or 60 days in any 365-day period and there shall not be more than two suspensions in effect during any 365-day period.


 


(e)           The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and
manager
or managers (each an “Underwriter”) that will administer
the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included
in such offering.


 


4.             Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within
the meaning
of the
Securities Act and must deliver a prospectus
meeting
the requirements of the Securities Act in connection with any resale of such Exchange Securities.


 


The
Company
and the
Guarantors
understand
that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation
under
the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)           In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement (in the case of a Shelf Registration Statement that is combined with an Exchange Offer Registration Statement)), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to


 


14

















 


deliver
such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.


 


(c)           The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless
each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within
the meaning
of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material
fact necessary
in
order to
make
the statements
therein,
in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through JPMorgan or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.


 


(b)           Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers
and the
other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that
arise out
of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder
furnished to the


 


15

















 


Company
in
writing
by such Holder expressly for use in any Registration Statement and any Prospectus.


 


(c)           If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under
this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and
any others entitled to indemnification pursuant to this Section 5 that
the Indemnifying
Person
may designate
in such
proceeding
and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its directors and
officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested in writing that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is


 


16

















 


entered
into
more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification
could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.


 


(d)           If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders
on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or
the
omission or alleged omission to state a material
fact relates
to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


(e)           The Company, the Guarantors and the Holders agree
that it would
not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder
be required to contribute any amount in excess of the amount by which the total price at which the Securities
or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the


 


17

















 


Securities
Act)
shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.


 


(f)            The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.


 


(g)           The indemnity and contribution provisions contained in this
Section 5
shall
remain operative
and in
full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.             General.


 


(a)           No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with
the rights
granted to
the
holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent
with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.


 


(b)           Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided that
no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.


 


(c)           Notices. All notices and
other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the
Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in


 


18

















 


accordance
with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.


 


(d)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including,
without
limitation
and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable
Securities
in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 


(e)           Third Party Beneficiaries. Each Holder shall be
a third party beneficiary to the agreements made hereunder
between the
Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders hereunder.


 


(f)            Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be
deemed to
be an original and all of which taken together shall constitute one and the same agreement.


 


(g)           Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.


 


(h)           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


(i)            Entire Agreement;
Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or


 


19

















 


restriction
contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.


 


[Signature Page Follows]


 


20

















 


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


 


	
   

  	
  NATIONAL
  MENTOR HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis Holler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Denis
  Holler

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President of Finance

  
						



 


Each
of
the
Guarantors Listed Below:


 


	
  CENTER
  FOR COMPREHENSIVE SERVICES, INC.

  	
  REM
  HEARTLAND, INC.

  
	
  CORNERSTONE
  LIVING SKILLS, INC.

  	
  REM
  HENNEPIN, INC.

  
	
  FAMILY
  ADVOCACY SERVICES, LLC

  	
  REM
  HOME HEALTH, INC.

  
	
  FIRST
  STEP INDEPENDENT LIVING PROGRAM, INC.

  	
  REM,
  INC.

  
	
  HOMEWORK
  CENTER, INC.

  	
  REM
  INDIANA COMMUNITY SERVICES, INC.

  
	
  HORRIGAN
  COLE ENTERPRISES, INC.

  	
  REM
  INDIANA COMMUNITY SERVICES II, INC.

  
	
  ILLINOIS
  MENTOR, INC.

  	
  REM
  INDIANA, INC.

  
	
  LOYD’S
  LIBERTY HOMES, INC.

  	
  REM
  IOWA COMMUNITY SERVICES, INC.

  
	
  MASSACHUSETTS
  MENTOR, INC.

  	
  REM
  IOWA, INC.

  
	
  MENTOR
  MANAGEMENT, INC.

  	
  REM
  MANAGEMENT, INC.

  
	
  MENTOR
  MARYLAND, INC.

  	
  REM
  MARYLAND, INC.

  
	
  NATIONAL
  MENTOR HEALTHCARE, LLC

  	
  REM
  MINNESOTA COMMUNITY SERVICES, INC.

  
	
  NATIONAL
  MENTOR, INC.

  	
  REM
  MINNESOTA, INC.

  
	
  NATIONAL
  MENTOR, LLC

  	
  REM
  NEVADA, INC.

  
	
  NATIONAL
  MENTOR SERVICES, INC.

  	
  REM
  NEW JERSEY, INC.

  
	
  NATIONAL
  MENTOR SERVICES, LLC

  	
  REM
  NORTH DAKOTA, INC.

  
	
  OHIO
  MENTOR, INC.

  	
  REM
  NORTH STAR, INC.

  
	
  REM
  ARIZONA REHABILITATION, INC.

  	
  REM
  OHIO, INC.

  
	
  REM
  ARROWHEAD, INC.

  	
  REM
  OHIO WAIVERED SERVICES, INC.

  
	
  REM
  CENTRAL LAKES, INC.

  	
  REM
  PENNSYLVANIA COMMUNITY SERVICES, INC.

  
	
  REM
  COLORADO, INC.

  	
  REM
  RAMSEY, INC.

  
	
  REM
  COMMUNITY OPTIONS, INC.

  	
  REM
  RIVER BLUFFS, INC.

  
	
  REM
  COMMUNITY PAYROLL SERVICES, LLC

  	
  REM
  SOUTH CENTRAL SERVICES, INC.

  
	
  REM
  CONNECTICUT COMMUNITY SERVICES, INC.

  	
  REM
  SOUTHWEST SERVICES, INC.

  
	
  REM
  CONSULTING & SERVICES, INC.

  	
  REM
  UTAH, INC.

  
	
  REM
  CONSULTING OF OHIO, INC.

  	
  REM
  WEST VIRGINIA, INC.

  
	
  REM
  DEVELOPMENTAL SERVICES, INC.

  	
  REM
  WISCONSIN, INC.

  
	
  REM
  HEALTH, INC.

  	
  REM
  WISCONSIN II, INC.

  
	
  REM
  HEALTH OF IOWA, INC.

  	
  REM
  WISCONSIN III, INC.

  
	
  REM
  HEALTH OF NEBRASKA, LLC

  	
  REM
  WOODVALE, INC.

  
	
  REM
  HEALTH OF WISCONSIN, INC.

  	
  SOUTH
  CAROLINA MENTOR, INC.

  
	
  REM
  HEALTH OF WISCONSIN II, INC.

  	
  UNLIMITED
  QUEST, INC.

  



 


 


	
   

  	
  By:

  	
  /s/ Denis Holler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Denis
  Holler

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President of Finance

  
					



 


Signature Page - Registration Rights Agreement


 

















 


Confirmed
and accepted as of the date first above written:


 


J.P.
MORGAN
SECURITIES INC.


 


For
itself
and on behalf of the

several Initial Purchasers


 


	
  By

  	
  /s/ Chad
  Joplin

  	
   

  
	
   

  	
  Authorized
  Signatory

  
				



 


Signature Page - Registration Rights Agreement


 

















 


Annex A


 


Counterpart to Registration Rights Agreement


 


The
undersigned
hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of June 29, 2006, by and among National MENTOR Holdings, Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc., on behalf of itself and the other
Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
                              .


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
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