exv4w1






Exhibit 4.1




EXECUTION
VERSION




INDENTURE




Dated as of February 9, 2011



Among



NATIONAL MENTOR HOLDINGS, INC.,



THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee



12.50% SENIOR NOTES DUE 2018



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE 1	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Definitions
	 	 	1	 
	Section 1.02

	 	Other Definitions
	 	 	25	 
	Section 1.03

	 	Incorporation by Reference of Trust Indenture Act
	 	 	26	 
	Section 1.04

	 	Rules of Construction
	 	 	27	 
	Section 1.05

	 	Acts of Holders
	 	 	27	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 2	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Form and Dating; Terms
	 	 	28	 
	Section 2.02

	 	Execution and Authentication
	 	 	29	 
	Section 2.03

	 	Registrar and Paying Agent
	 	 	29	 
	Section 2.04

	 	Paying Agent to Hold Money in Trust
	 	 	30	 
	Section 2.05

	 	Holder Lists
	 	 	30	 
	Section 2.06

	 	Transfer and Exchange
	 	 	30	 
	Section 2.07

	 	Replacement Notes
	 	 	31	 
	Section 2.08

	 	Outstanding: Notes
	 	 	31	 
	Section 2.09

	 	Treasury Notes
	 	 	32	 
	Section 2.10

	 	Temporary Notes
	 	 	32	 
	Section 2.11

	 	Cancellation
	 	 	32	 
	Section 2.12

	 	Defaulted Interest
	 	 	32	 
	Section 2.13

	 	CUSIP Numbers
	 	 	33	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 3
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REDEMPTION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Notices to Trustee
	 	 	33	 
	Section 3.02

	 	Selection of Notes to Be Redeemed or Purchased	 	 	33	 
	Section 3.03

	 	Notice of Redemption
	 	 	33	 
	Section 3.04

	 	Effect of Notice of Redemption
	 	 	34	 
	Section 3.05

	 	Deposit of Redemption or Purchase Price
	 	 	34	 
	Section 3.06

	 	Notes Redeemed or Purchased in Part
	 	 	35	 
	Section 3.07

	 	Optional Redemption
	 	 	35	 
	Section 3.08

	 	Mandatory Redemption
	 	 	36	 
	Section 3.09

	 	Offers to Repurchase by Application of Excess Proceeds
	 	 	36	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 4	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Payment of Notes
	 	 	37	 
	Section 4.02

	 	Maintenance of Office or Agency
	 	 	38	 






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	Section 4.03

	 	Reports and Other Information
	 	 	38	 
	Section 4.04

	 	Compliance Certificate
	 	 	39	 
	Section 4.05

	 	Taxes
	 	 	39	 
	Section 4.06

	 	Stay, Extension and Usury Laws
	 	 	39	 
	Section 4.07

	 	Limitation on Restricted Payments
	 	 	40	 
	Section 4.08

	 	Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
	 	 	46	 
	Section 4.09

	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified
Stock and Preferred Stack
	 	 	47	 
	Section 4.10

	 	Asset Sales
	 	 	52	 
	Section 4.11

	 	Transactions with Affiliates
	 	 	54	 
	Section 4.12

	 	Liens
	 	 	55	 
	Section 4.13

	 	Corporate Existence
	 	 	55	 
	Section 4.14

	 	Offer to Repurchase Upon Change of Control
	 	 	56	 
	Section 4.15

	 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	 	 	57	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 5	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SUCCESSORS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Merger, Consolidation or Sale of All or Substantially All Assets
	 	 	58	 
	Section 5.02

	 	Successor Entity Substituted	 	 	59	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 6	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Events of Default
	 	 	60	 
	Section 6.02

	 	Acceleration
	 	 	61	 
	Section 6.03

	 	Other Remedies
	 	 	62	 
	Section 6.04

	 	Waiver of Past Defaults
	 	 	62	 
	Section 6.05

	 	Control by Majority
	 	 	62	 
	Section 6.06

	 	Limitation on Suits
	 	 	62	 
	Section 6.07

	 	Rights of Holders of Notes to Receive Payment
	 	 	63	 
	Section 6.08

	 	Collection Suit by Trustee
	 	 	63	 
	Section 6.09

	 	Restoration of Rights and Remedies
	 	 	63	 
	Section 6.10

	 	Rights and Remedies Cumulative
	 	 	63	 
	Section 6.11

	 	Delay or Omission Not Waiver
	 	 	63	 
	Section 6.12

	 	Trustee May File Proofs of Claim	 	 	64	 
	Section 6.13

	 	Priorities
	 	 	64	 
	Section 6.14

	 	Undertaking for Costs
	 	 	64	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 7	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Duties of Trustee
	 	 	65	 
	Section 7.02

	 	Rights of Trustee
	 	 	65	 
	Section 7.03

	 	Individual Rights of Trustee
	 	 	66	 
	Section 7.04

	 	Trustee’s Disclaimer
	 	 	67	 
	Section 7.05

	 	Notice of Defaults
	 	 	67	 
	Section 7.06

	 	Reports by Trustee to Holders of the Notes
	 	 	67	 
	Section 7.07

	 	Compensation and Indemnity
	 	 	67	 
	Section 7.08

	 	Replacement of Trustee
	 	 	68	 
	Section 7.09

	 	Successor Trustee by Merger, etc.
	 	 	69	 
	Section 7.10

	 	Eligibility; Disqualification
	 	 	69	 






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	Section 7.11

	 	Preferential Collection of Claims Against Issuer
	 	 	69	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 8	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	69	 
	Section 8.02

	 	Legal Defeasance and Discharge
	 	 	69	 
	Section 8.03

	 	Covenant Defeasance
	 	 	70	 
	Section 8.04

	 	Conditions to Legal or Covenant Defeasance
	 	 	70	 
	Section 8.05

	 	Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	71	 
	Section 8.06

	 	Repayment to Issuer
	 	 	72	 
	Section 8.07

	 	Reinstatement
	 	 	72	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 9	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMENDMENT, SUPPLEMENT AND WAIVER	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Without Consent of Holders of Notes
	 	 	72	 
	Section 9.02

	 	With Consent of Holders of Notes
	 	 	73	 
	Section 9.03

	 	Compliance with Trust Indenture Act
	 	 	74	 
	Section 9.04

	 	Revocation and Effect of Consents
	 	 	74	 
	Section 9.05

	 	Notation on or Exchange of Notes
	 	 	75	 
	Section 9.06

	 	Trustee to Sign Amendments, etc.
	 	 	75	 
	Section 9.07

	 	Payment for Consent
	 	 	75	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 10	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	[INTENTIONALLY OMITTED]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 11	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	GUARANTEES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.01

	 	Guarantee
	 	 	75	 
	Section 11.02

	 	Limitation on Guarantor Liability
	 	 	77	 
	Section 11.03

	 	Execution and Delivery
	 	 	77	 
	Section 11.04

	 	Subrogation
	 	 	77	 
	Section 11.05

	 	Benefits Acknowledged
	 	 	77	 
	Section 11.06

	 	Release of Guarantees
	 	 	77	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 12	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	[INTENTIONALLY OMITTED]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 13	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SATISFACTION AND DISCHARGE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 13.01

	 	Satisfaction and Discharge
	 	 	78	 
	Section 13.02

	 	Application of Trust Money
	 	 	79	 






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	 	ARTICLE 14	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 14.01

	 	Trust Indenture Act Controls
	 	 	79	 
	Section 14.02

	 	Notices
	 	 	80	 
	Section 14.03

	 	Communication by Holders of Notes with Other Holders of Notes
	 	 	81	 
	Section 14.04

	 	Certificate and Opinion as to Conditions Precedent
	 	 	81	 
	Section 14.05

	 	Statements Required in Certificate or Opinion
	 	 	81	 
	Section 14.06

	 	Rules by Trustee and Agents
	 	 	81	 
	Section 14.07

	 	No Personal Liability of Directors, Officers, Employees and
Stockholders
	 	 	81	 
	Section 14.08

	 	Governing Law
	 	 	82	 
	Section 14.09

	 	Waiver of Jury Trial
	 	 	82	 
	Section 14.10

	 	Force Majeure
	 	 	82	 
	Section 14.11

	 	No Adverse Interpretation of Other Agreements
	 	 	82	 
	Section 14.12

	 	Successors
	 	 	82	 
	Section 14.13

	 	Severability
	 	 	82	 
	Section 14.14

	 	Counterpart Originals
	 	 	82	 
	Section 14.15

	 	Table of Contents, Headings, etc.
	 	 	82	 






	 	 	 

	Appendix A

	 	Provisions Relating to Initial Notes and Additional Notes
	 
	Exhibit A

	 	Form of Initial Note
	Exhibit B

	 	Form of Transferee Letter of Representation
	Exhibit C

	 	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	Exhibit D

	 	Form of Legend Removal Certificate







-iv-











 





     INDENTURE, dated as of February 9, 2011, among NATIONAL MENTOR HOLDINGS, INC., a Delaware
corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature
pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (as defined herein).



W I T N E S S E T H




     WHEREAS, the Issuer has duly authorized the creation of an issue of $250,000,000 aggregate
principal amount of 12.50% Senior Notes due 2018 (the “Initial Notes”); and



     WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery
of this Indenture.



     NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Notes.



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



     Section 1.01 Definitions.



     “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any
period, the amount for such period of EBITDA of such Acquired Entity or Business (determined as if
references to the Issuer and the Subsidiaries in the definition of EBITDA were references to such
Acquired Entity or Business and its Subsidiaries (except to the extent such Subsidiaries will not
constitute Restricted Subsidiaries immediately after giving effect to such acquisition)), all as
determined on a consolidated basis for such Acquired Entity or Business.



     “Acquired Entity or Business” has the meaning as set forth in the definition of the
term “EBITDA.”



     “Acquired Indebtedness” means, with respect to any specified Person,




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other Person merging
with or into or becoming a Restricted Subsidiary of such specified Person, and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Acquisition” means the transactions contemplated by the Agreement and Plan of Merger,
dated as of March 22, 2006, by and among the Issuer, NMH Holdings, LLC and NMH Merger Sub, Inc.,
including the merger of NMH Merger Sub, Inc. with and into the Issuer.



     “Additional Notes” means additional Notes (other than the Initial Notes) issued from
time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.



     “Agent” means any Registrar or Paying Agent.



 









 





     “Applicable Premium” means, with respect to any Note on any Redemption Date, the
greater of:




     (1) 1.0% of the principal amount of such Note; and




     (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the
redemption price of such Note at February 15, 2014 (such redemption price being set forth in
Section 3.07 hereof), plus (ii) all required interest payments due on such Note through
February 15, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed
using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis
points; over (b) the principal amount of such Note.



     “Asset Sale” means:




     (1) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets (including by way of
a Sale and Lease Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each
referred to in this definition as a “disposition”); or




     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a
single transaction or a series of related transactions;


in each case, other than:





     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out equipment in the ordinary course of business or any disposition of inventory or
goods (or other assets) held for sale in the ordinary course of business;




     (b) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to the provisions described under Section 5.01 hereof or any disposition
that constitutes a Change of Control pursuant to this Indenture;




     (c) the making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 4.07 hereof;




     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate fair market value
of less than $5.0 million;




     (e) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the
Issuer to another Restricted Subsidiary of the Issuer;




     (f) to the extent allowable under Section 1031 of the Code, any exchange of like
property (excluding any boot thereon) for use in a Similar Business;




     (g) the lease, assignment or sub lease of any real or personal property in the ordinary
course of business;




     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary;




     (i) foreclosures on assets;




     (j) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility;



-2-









 






     (k) any financing transaction with respect to property built or acquired by the Issuer
or any Restricted Subsidiary after the Issue Date, including Sale and Lease Back
Transactions and asset securitizations permitted by this Indenture;




     (1) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted to be
made under Section 4.09 hereof;




     (m) the licensing of intellectual property;




     (n) the creation of any Lien not prohibited under the Indenture; and




     (o) the transfer, sale or other disposition resulting from any involuntary loss of
title, involuntary loss or damage to or destruction of, or any condemnation or other taking
of, any property or assets of the Issuer or any Restricted Subsidiary.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.



     “Business Day” means each day which is not a Legal Holiday.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at such time be required
to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP.



     “Cash Equivalents” means:




     (1) United States dollars;




     (2) (a) euro, or any national currency of any participating member state of the EMU;
or




     (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local
currencies held by them from time to time in the ordinary course of business;




     (3) securities issued or directly and fully and unconditionally guaranteed or insured
by the U.S. government or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of such government with
maturities of 24 months or less from the date of acquisition;




     (4) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus of not less than



-3-









 







$500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non
U.S. banks;




     (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the qualifications specified
in clause (4) above;




     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 24 months after the date of creation thereof;




     (7) marketable short term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency) and in each case maturing within 24 months after the date of creation thereof;




     (8) investment funds investing 95% of their assets in securities of the types described
in clauses (1) through (7) above;




     (9) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or
less from the date of acquisition;




     (10) Indebtedness or Preferred Stock with a rating of “A” or higher from S&P or “A2” or
higher from Moody’s with maturities of 24 months or less from the date of acquisition;




     (11) Investments with average maturities of 12 months or less from the date of
acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or
Aaa3 (or the equivalent thereof) or better by Moody’s; and




     (12) any investment which would constitute Cash Equivalents of the kinds described in
clauses (1) through (11) of this definition if the maturity of such investment was 24 months
or less or 12 months or less, as the case may be; provided that (x) such investment is made
with the purpose of satisfying future contingent obligations arising out of the Issuer and
its Subsidiaries’ self-insurance programs and (y) the maturity of such investment is not
more than 12 months later than the estimated date of payment of such contingent liabilities
as measured at the date of acquisition of such investment.



     Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are
converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any
event within ten Business Days following the receipt of such amounts.



     “Change of Control” means the occurrence of any of the following:




     (1) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any
Person other than a Permitted Holder; or




     (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than the Permitted Holders, in a single transaction or in a related
series of transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,
or any successor provision) of 50% or more of the total voting power of the Voting Stock of
the Issuer



-4-









 







or any of its direct or indirect parent companies holding directly or indirectly
50% or more of the total voting power of the Voting Stock of the Issuer.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Consolidated Depreciation and Amortization Expense” means with respect to any Person
for any period, the total amount of depreciation and amortization expense, including the
amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses of
such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise
determined in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period,
without duplication, the sum of:




     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted (and not added back) in computing
Consolidated Net Income (including (a) amortization of original issue discount resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of Hedging Obligations or other derivative instruments
pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net
payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance
costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other
financing fees and (z) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Receivables Facility); plus




     (2) any interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;
plus




     (3) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; less




     (4) interest income for such period of such Person and its Restricted Subsidiaries
(other than interest income of any Insurance Subsidiary that is a Restricted Subsidiary).



     For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.



     “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (1)
the aggregate amount Consolidated Total Debt of the Issuer and its Restricted Subsidiaries as of
such date of determination, to (2) EBITDA for the period of the most recent four consecutive fiscal
quarters for which internal financial statements are available, with such pro forma and other
adjustments to each of Consolidated Total Debt and EBITDA as are appropriate and consistent with
the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage
Ratio.



     “Consolidated Net Income” means, with respect to any Person for any period, the
aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that,
without duplication,




     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses
(less all fees and expenses relating thereto) or expenses (including any fees and expenses
relating to the Transaction and any amortization thereafter), severance, relocation costs
and curtailments or modifications to pension



-5-









 







and post-retirement employee benefit plans, in
each case as determined in good faith by the Issuer, shall be excluded,




     (2) the Net Income for such period shall not include the cumulative effect of a change
in accounting principles during such period,




     (3) any after-tax effect of income (loss) from disposed or discontinued operations and
any net after-tax gains or losses on disposal of disposed, abandoned or discontinued
operations shall be excluded,




     (4) any after-tax effect of gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions other than in the ordinary course of business,
as determined in good faith by the Issuer, shall be excluded,




     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an
Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall
be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the
Net Income of such Person to the extent of the amount of dividends or distributions are
actually made or other payments made by such Person are actually paid in cash (or to the
extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in
respect of such period,




     (6) solely for the purpose of determining the amount available for Restricted Payments
under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any
Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of its Net
Income is not at the date of determination wholly permitted without any prior governmental
approval (which has not been obtained) or, directly or indirectly, by the operation of the
terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule,
or governmental regulation applicable to that Restricted Subsidiary or its stockholders,
unless such restriction with respect to the payment of dividends or similar distributions
has been legally waived, provided that Consolidated Net Income of the Issuer will be
increased by the Net Income of such Person to the extent of the amount of dividends or other
distributions or other payments actually paid in cash (or to the extent converted into cash)
by such Person to the Issuer or a Restricted Subsidiary thereof in respect of such period,
to the extent not already included therein,




     (7) effects of adjustments (including the effects of such adjustments pushed down to
the Issuer and its Restricted Subsidiaries) in the property and equipment, software and
other intangible assets, deferred revenue and debt line items in such Person’s consolidated
financial statements pursuant to GAAP resulting from the application of purchase accounting
in relation to the Acquisition and any other consummated acquisition or the amortization or
write-off of any amounts thereof, net of taxes, shall be excluded,




     (8) any impairment charge or asset write-off, in each case, pursuant to GAAP and the
amortization of intangibles arising pursuant to GAAP shall be excluded,




     (9) any non-cash compensation expense recorded from grants of stock appreciation or
similar rights, stock options, restricted stock or other rights shall be excluded, and




     (10) any fees, costs and expenses (including allocated internal costs and expenses)
incurred during such period, or any amortization thereof for such period, in connection with
any actual or proposed acquisition, Investment, Asset Sale, recapitalization, dividend,
distribution, issuance or repayment of Indebtedness, issuance of Equity Interests,
refinancing transaction or amendment or modification of any debt instrument, actual or
proposed registration or any debt or equity securities (in each case, including any such
transaction consummated prior to the Issue Date and any such transaction not completed or
initiated) and any charges or non-recurring merger costs incurred during such period as a
result of any such transaction shall be excluded.



-6-









 





     Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause
(3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income
arising from any sale or other disposition of Restricted Investments made by the Issuer and its
Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer
and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an
Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each
case only to the extent such amounts increase the amount of Restricted Payments permitted under
clause (3)(d) of Section 4.07(a) hereof.



     “Consolidated Total Debt” means at any date, the excess of (a) the aggregate principal
amount of all Indebtedness of the Issuer and its Restricted Subsidiaries at such date (other than
letters of credit or bankers’ acceptances), determined on a consolidated basis, required to be
reflected on a consolidated balance sheet of the Issuer in accordance with GAAP minus (b) the
aggregate amount of unrestricted cash, cash that collateralizes letters of credit and Cash
Equivalents of the Issuer and its Restricted Subsidiaries (in each case, free and clear of all
Liens) at such date required to be reflected on a consolidated balance sheet of the Issuer in
accordance with GAAP.



     “Contingent Obligations” means, with respect to any Person, any obligation of such
Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent,




     (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor,




     (2) to advance or supply funds




     (a) for the purchase or payment of any such primary obligation, or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, or




     (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation against loss in respect thereof.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to
the Holders and the Issuer.



     “Credit Facilities” means, with respect to the Issuer or any of its Restricted
Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other
financing arrangements (including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit or other long term
indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or
commercial paper facilities that replace, refund or refinance any part of the loans, notes, other
credit facilities or commitments thereunder, including any such replacement, refunding or
refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and
whether by the same or any other agent, lender or group of lenders.



     “Custodian” means the Trustee, as custodian with respect to the Notes in global form,
or any successor entity thereto.



-7-









 





     “Default” means any event that is, or with the passage of time or the giving of notice
or both would be, an Event of Default.



     “Definitive Note” means a certificated Initial Note or Additional Note (bearing the
Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not
include the Global Notes Legend.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as Depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.



     “Designated Non-cash Consideration” means the fair market value of non-cash
consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale
that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate,
setting forth the basis of such valuation, executed by the principal financial officer of the
Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale
of or collection on such Designated Non-cash Consideration.



     “Designated Preferred Stock” means Preferred Stock of the Issuer or any parent
corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other
than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the
Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to
an Officer’s Certificate executed by the principal financial officer of the Issuer or the
applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash
proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a)
hereof.



     “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period,
the amount for such period of EBITDA of such Sold Entity or Business (determined as if references
to the Issuer and the Subsidiaries in the definition of EBITDA were references to such Sold Entity
or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity
or Business.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which, by its terms, or by the terms of any security into which it is convertible or for
which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case
prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes
are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for
the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations.



     “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income
of such Person for such period




     (1) increased (without duplication) by:




     (a) provision for taxes based on income or profits or capital, including,
without limitation, state, franchise and similar taxes (such as the Pennsylvania
capital tax) and foreign withholding taxes of such Person paid or accrued during
such period deducted (and not added back) in computing Consolidated Net Income; plus




     (b) Fixed Charges of such Person for such period to the extent the same was
deducted (and not added back) in calculating such Consolidated Net Income; plus



-8-









 






     (c) Consolidated Depreciation and Amortization Expense of such Person for such
period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus




     (d) any expenses or charges (other than depreciation or amortization expense)
related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or the incurrence of Indebtedness permitted to be incurred by this
Indenture (including a refinancing thereof) (whether or not successful), including
(i) such fees, expenses or charges related to the offering of the Notes and the
Credit Facilities and any amendment or other modification of the Notes and the Credit Facilities, and (ii) to the extent not reflected in
Consolidated Depreciation and Amortization Expense, write-off of deferred financing
fees, debt issuance costs, commissions, fees and expenses associated with
Indebtedness, in each case, deducted (and not added back) in computing Consolidated
Net Income; plus




     (e) the amount of any restructuring charge or reserve deducted (and not added
back) in such period in computing Consolidated Net Income, including any costs
related to the closure and/or consolidation of facilities, the early retirement of
Indebtedness, integration costs or other business optimization expenses, costs
associated with establishing new facilities or reserves and related transaction fees
and expenses, including any expense relating to enhanced accounting functions; plus




     (f) other non cash charges reducing Consolidated Net Income for such period
(excluding any such non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period or amortization of a prepaid cash
expense that was paid in a prior period not included in the calculation); plus




     (g) the amount of management, monitoring, consulting and advisory fees and
related expenses paid in such period to the Investors to the extent otherwise
permitted under Section 4.11 hereof; plus




     (h) losses relating to new operations (which may include operations in a new
market, a new service line or an acquired entity or business) commenced during the
18-month period immediately preceding the date of determination; provided that such
amounts shall not exceed the lesser of (A) the amount of such reductions or (B) $6.0
million in any four-quarter period; plus




     (i) any after-tax effect of income (loss) from the early extinguishment of
Indebtedness or Hedging Obligations or other derivative instruments; plus




     (j) expenses incurred to the extent covered by indemnification or refunding
provisions in any document pertaining to any consummated acquisition, or any
insurance to the extent reimbursed (or reasonably expected to be reimbursed within
120 days of the incurrence thereof); plus




     (k) any proceeds from business interruption insurance received by such Person,
to the extent the associated losses arising out of the event that resulted in the
payment of such business interruption insurance proceeds were included (and not
added back) in computing Consolidated Net Income; plus




     (l) costs or expenses deducted (and not added back) in such period in computing
Consolidated Net Income pursuant to any management equity plan or stock option plan
or any management or employee benefit plan or agreement or any stock subscription or
shareholder agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of the Issuer or net cash proceeds of an
issuance of Equity Interests of the Issuer; plus



-9-









 






     (m) the amount of bonuses paid to officers and employees of the Issuer or any
of the Restricted Subsidiaries (including any person who becomes an officer or
employee of the Issuer or a Restricted Subsidiary in connection with an acquisition)
in connection with acquisitions; provided that the aggregate amount of
bonuses added back pursuant to this clause (m) shall not exceed $2.0 million in any
one year or an aggregate of $4.0 million since the Issue Date; plus




     (n) any deductions attributable to minority interests (excluding dividends and
other distributions paid or payable in cash to the holders of such minority
interests) to the extent such deductions were included (and not added back) in such period in computing
Consolidated Net Income; plus




     (o) expenses deducted (and not added back) in such period in computing
Consolidated Net Income related to executive employment agreements, stay bonuses,
transaction costs, benefits and payroll taxes paid to or on behalf of employees of
the relevant seller pertaining to any acquisition or any Investment permitted under
Section 4.07 hereof or consummated prior to the Issue Date who are no longer
employed by the Issuer or its Restricted Subsidiaries; plus




     (p) cash receipts (or netting arrangements resulting in reduced cash
expenditures) not representing EBITDA or Consolidated Net Income in any period to
the extent non-cash gains relating to such income were deducted in the calculation
of EBITDA pursuant to clause (2) below for any previous period and not added back.




     (2) decreased by (without duplication) non cash gains increasing Consolidated Net
Income of such Person for such period, excluding any non-cash gains to the extent they
represent the reversal of an accrual or reserve for a potential cash item that reduced
EBITDA in any prior period, and




     (3) increased or decreased by (without duplication):




     (a) any net gain or loss resulting in such period from Hedging Obligations and
the application of Financial Accounting Standards Board Accounting Standards
Codification 815 (ACS 815); plus or minus, as applicable,




     (b) any net gain or loss resulting in such period from currency translation
gains or losses related to currency remeasurements of Indebtedness (including any
net loss or gain resulting from hedge agreements for currency exchange risk),




     (c) any net gain or loss recognized in such period in respect of
post-retirement benefits as a result of the application of Financial Accounting
Standards Board Accounting Standards Codification 715 (ACS 715) and




     (d) any net gain or loss recognized in such period resulting from earnout
obligations.


Furthermore, (A) there shall be included in determining EBITDA for any period, without duplication,
Acquired EBITDA of any Person, property, business or asset acquired (other than in the ordinary
course of business) by, or contributed to, the Issuer or any Subsidiary during such period (but not
the Acquired EBITDA of any related Person, property, business or assets to the extent not so
acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Issuer
or such Subsidiary (each such Person, property, business or asset acquired or received and not
subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA
of such Acquired Entity or Business for such period (including the portion thereof occurring prior
to such acquisition) and the pro forma adjustments, if any, applicable thereto and (B) there shall
be excluded in determining EBITDA for any period the Disposed EBITDA of any Person, property,
business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued
operations (in each case, other than in the ordinary course of business) by the Issuer or any
Subsidiary during such period (each such Person, property, business or asset so sold



-10-









 






or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or
Business for such period (including the portion thereof occurring prior to such sale, transfer or
disposition).




     “EMU” means economic and monetary union as contemplated in the Treaty on European
Union.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock.



     “Equity Offering” means any public or private sale of common stock or Preferred Stock
of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock),
other than:




     (1) public offerings with respect to the Issuer’s or any direct or indirect parent
company’s common stock registered on Form S-8;




     (2) issuances to any Subsidiary of the Issuer; and




     (3) any such public or private sale that constitutes an Excluded Contribution.




     “euro” means the single currency of participating member states of the EMU.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.



     “Excluded Contribution” means net cash proceeds, marketable securities or Qualified
Proceeds received by the Issuer from




     (1) contributions to its common equity capital, or




     (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan
or stock option plan or any other management or employee benefit plan or agreement of the
Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of
the Issuer,


in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by
the principal financial officer of the Issuer on the date such capital contributions are made or
the date such Equity Interests are sold, as the case may be, which are excluded from the
calculation set forth in clause (3) of Section 4.07(a) hereof.




     “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the
ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.
In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems,
retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or
issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously
with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed
Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption,
retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock
or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter
period.



     For purposes of making the computation referred to above, (i) Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with
GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four
quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro
forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations
and disposed operations (and the change in any associated fixed charge obligations and the change
in EBITDA



-11-









 




resulting therefrom) had occurred on the first day of the four quarter reference period
and (ii) dividends with respect to any Preferred Stock (including any Designated Preferred Stock)
of any Person that may be paid in cash shall be treated as having been paid in cash during the
four-quarter reference period. If since the beginning of such period any Person that subsequently
became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted
Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, consolidation or disposed operation that would have required adjustment
pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
consolidation or disposed operation had occurred at the beginning of the applicable four quarter
period.




     For purposes of this definition, whenever pro forma effect is to be given to a transaction,
the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on
the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period
(taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by
a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period except as set forth in the first paragraph of this definition. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the
Issuer may designate.



     “Fixed Charges” means, with respect to any Person for any period, the sum of:




     (1) Consolidated Interest Expense of such Person for such period;




     (2) all cash dividends or other distributions paid by such Person (excluding items
eliminated in consolidation) on any series of Preferred Stock during such period; and




     (3) all cash dividends or other distributions paid by such Person (excluding items
eliminated in consolidation) on any series of Disqualified Stock during such period.



     “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of
such Person that is not organized or existing under the laws of the United States, any state
thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.



     “GAAP” means generally accepted accounting principles in the United States which are
in effect on the Issue Date.



     “Global Notes Legend” means the legend set forth under that caption in Appendix
A to this Indenture.



     “Government Securities” means securities that are:




     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,


which, in either case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any



-12-









 






such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.




     “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including
letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.



     “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under
this Indenture.



     “Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance
with the terms of this Indenture.



     “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contract, currency swap agreement or similar agreement providing for the transfer or
mitigation of interest rate or currency risks either generally or under specific contingencies.



     “Holder” means the Person in whose name a Note is registered on the Registrar’s books.



     “Indebtedness” means, with respect to any Person, without duplication:




     (1) any indebtedness (including principal and premium) of such Person, whether or not
contingent:




     (a) in respect of borrowed money;




     (b) evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without duplication, reimbursement agreements in
respect thereof);




     (c) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (i) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (ii) any earn-out obligation until
(x) such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP, (y) the amount of such obligation is fixed and determinable
and (z) the date (or dates) on which such fixed and determinable obligation is due
has been fixed; provided such earn-out obligation shall not become
Indebtedness until 90 days after the date on which (x), (y) and (z) are satisfied,
or such earlier date on which such earn-out obligation becomes overdue; or




     (d) representing any Hedging Obligations;




if and to the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP;




     (2) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred
to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments
for collection in the ordinary course of business; and



-13-









 






     (3) to the extent not otherwise included, the obligations of the type referred to in
clause (1) of a third Person secured by a Lien on any asset owned by such first Person,
whether or not such Indebtedness is assumed by such first Person;


provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or
in respect of Receivables Facilities.




     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Independent Financial Advisor” means an accounting, appraisal, investment banking
firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that
is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been
engaged.



     “Initial Notes” as defined in the recitals hereto.



     “Initial Purchasers” means UBS Securities LLC, Barclays Capital Inc. and Jefferies &
Company, Inc.



     “Insurance Subsidiary” means any future Subsidiary of the Issuer engaged solely in one
or more of the general liability, professional liability, health and benefits and workers
compensation and any other insurance businesses, providing insurance coverage for the Issuer, its
Subsidiaries and any of its direct or indirect parents and the respective employees, officers or
directors thereof



     “Interest Payment Date” means February 15 and August 15 of each year to stated
maturity.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB (or the equivalent) by S&P, or an equivalent rating by any other
Rating Agency.



     “Investment Grade Securities” means:




     (1) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents);




     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding
any debt securities or instruments constituting loans or advances among the Issuer and its
Subsidiaries;




     (3) investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
investment or distribution; and




     (4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments.



     “Investments” means, with respect to any Person, all investments by such Person in
other Persons (including Affiliates) in the form of loans (including guarantees), advances or
capital contributions (excluding accounts receivable, trade credit, advances to customers,
commission, travel and similar advances to officers and employees, in each case made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same
manner as the other investments included in this definition to the extent such transactions involve
the transfer of cash or other property. For purposes of the definition of “Unrestricted
Subsidiary” and Section 4.07 hereof:




     (1) “Investments” shall include the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of
the Issuer at the time that such



-14-









 







Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to:




     (a) the Issuer “Investment” in such Subsidiary at the time of such
redesignation; less




     (b) the portion (proportionate to the Issuer Equity Interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined in good faith
by the Issuer.



     “Investors” means Vestar Capital Partners and each of its Affiliates but not
including, however, any portfolio companies of any of the foregoing.



     “Issue Date” means February 9, 2011.



     “Issuer” means National Mentor Holdings, Inc., a Delaware corporation, and not any of
its Subsidiaries; provided that when used in the context of determining the fair market value of an
asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of directors of
the Issuer when the fair market value is equal to or in excess of $10.0 million (unless otherwise
expressly stated).



     “Issuer Order” means a written request or order signed on behalf of the Issuer by an
Officer of the Issuer, who must be the principal executive officer, the principal financial
officer, any executive vice president, any senior vice president, any vice president, the treasurer
or the principal accounting officer of the Issuer, and delivered to the Trustee.



     “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New York or the place of payment.



     “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise),
pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to
constitute a Lien.



     “Management Agreement” means the management agreement between certain of the
management companies associated with the Investors and the Issuer.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.



     “Mortgage Facility” means any credit facilities secured by real property of the Issuer
or its Restricted Subsidiaries, including any guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications,
extensions, renewals, restatements, refundings or refinancings thereof.



     “National Mentor Tender Offer” means the tender offer by the Issuer for the 111/4%
Senior Subordinated Notes due 2014 issued by the Issuer as contemplated by the Offer to Purchase,
dated as of January 19, 2011, of the Issuer.



     “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.



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     “Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the
Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash and
Cash Equivalents received in a Permitted Asset Swap or upon the sale or other disposition or
collection of any Designated Non-cash Consideration or securities received in any Asset Sale, net
of the direct costs relating to such Asset Sale and the sale or disposition of such Designated
Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and
sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements), amounts required to be applied to the repayment of principal, premium, if
any, and interest on Secured Indebtedness required (other than required by clause (1) of Section
4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts
to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with
GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof,
including pension and other post employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with such transaction.



     “NMH Holdings Tender Offer” means the tender offer by NMH Holdings for the Senior
Floating Rate Toggle Notes due 2014 issued by NMH Holdings as contemplated by the Offer to
Purchase, dated as of January 19, 2011, of NMH Holdings.



     “Non-Profit Subsidiary” means each of REM New Jersey Properties, Inc., a New Jersey
not-for-profit corporation, MENTOR Network Charitable Foundation, Inc., a Massachusetts
not-for-profit corporation, Network Angels, Inc., a Massachusetts not-for-profit corporation, and
any other entity duly acquired or formed and organized by the Issuer or any subsidiary thereof as a
not-for-profit entity under applicable state law in furtherance of the business needs of the Issuer
and its subsidiaries.



     “Notes” means any Note authenticated and delivered under this Indenture, including the
Initial Notes. For all purposes of this Indenture, the term “Notes” shall also include any
Additional Notes that may be issued under a supplemental indenture. For purposes of this
Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or
exchange shall be deemed to refer to Notes of the applicable series.



     “Obligations” means any principal, interest (including any interest accruing
subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the
rate provided for in the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable state, federal or foreign law), penalties, fees, indemnification,
reimbursements (including reimbursement obligations with respect to letters of credit and banker’s
acceptances), damages and other liabilities, and guarantees of payment of such principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the
documentation governing any Indebtedness.



     “Offering Memorandum” means the offering memorandum, dated January 28, 2011, relating
to the sale of the Initial Notes.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary of the Issuer. “Officer” of any Guarantor has a
correlative meaning.



     “Officer’s Certificate” means a certificate signed by an Officer that meets the
requirements set forth in this Indenture.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.



     “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related
Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between
the Issuer or any of its Restricted Subsidiaries and another Person;
provided, that any cash or
Cash Equivalents received must be applied in accordance with Section 4.10 hereof.



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     “Permitted Holders” means each of the Investors and members of management of the
Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its
direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the
foregoing are members; provided, that, in the case of such group and without giving effect to the
existence of such group or any other group, such Investors and members of management, collectively,
have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the
Issuer.



     “Permitted Investments” means:




     (1) any Investment in the Issuer or any of its Restricted Subsidiaries;




     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;




     (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that
is engaged in a Similar Business if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; or




     (b) such Person, in one transaction or a series of related transactions, is
merged or consolidated with or into, or transfers or conveys substantially all of
its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,


and, in
each case, any Investment held by such Person; provided, that such Investment was not
acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;





     (4) any Investment in securities or other assets not constituting cash, Cash
Equivalents or Investment Grade Securities and received in connection with an Asset Sale
made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets
not constituting an Asset Sale;




     (5) any Investment existing on the Issue Date;




     (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:




     (a) in exchange for any other Investment or accounts receivable held by the
Issuer or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable; or




     (b) as a result of a foreclosure by the Issuer or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title with
respect to any secured Investment in default;




     (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;




     (8) any Investment in a Similar Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (8) that are at that time
outstanding, not to exceed the greater of (x) $30.0 million and (y) 3.0% of Total Assets at
the time of such Investment (with the fair market value of each Investment being measured at
the time made and without giving effect to subsequent changes in value);




     (9) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies;
provided, however that such Equity Interests will not increase the amount available for
Restricted Payments under clause (3) of Section 4.07(a) hereof;



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     (10) guarantees of Indebtedness permitted under Section 4.09 hereof;




     (11) any transaction to the extent it constitutes an Investment that is permitted and
made in accordance with the provisions of Section 4.11(b) hereof (except transactions
described in clauses (2), (5) and (9) of Section 4.11(b) hereof);




     (12) Investments consisting of purchases and acquisitions of inventory, supplies,
material or equipment;




     (13) additional Investments having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (13) that are at that time outstanding
(without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds
of such sale do not consist of cash or marketable securities), not to exceed the greater of
(x) $20.0 million and (y) 2.0% of Total Assets at the time of such Investments (with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value);




     (14) Investments relating to a Receivables Subsidiary that, in the good faith
determination of the Issuer, are necessary or advisable to effect any Receivables Facility;




     (15) Investments made in connection with the funding of contributions under any
non-qualified employee retirement plan or similar employee compensation plan in an amount
not to exceed the amount of compensation expense recognized by the Issuer and any Restricted
Subsidiary in connection with such plans;




     (16) advances to, or guarantees of Indebtedness of, employees not in excess of $4.0
million outstanding at any one time, in the aggregate;




     (17) loans and advances to officers, directors and employees for business related
travel expenses, moving expenses and other similar expenses, in each case incurred in the
ordinary course of business or consistent with past practices or to fund such Person’s
purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;




     (18) any Investments consisting of customary deferred compensation owed to employees of
the Issuer and its Restricted Subsidiaries; and




     (19) any retained equity interest in a Person (including an Unrestricted Subsidiary)
whose equity interests were the subject of a Permitted SRS Distribution.



     “Permitted Liens” means, with respect to any Person:




     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case incurred in the ordinary course of business;




     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet overdue for a period of more than 30 days or being contested in
good faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP;



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     (3) Liens for taxes, assessments or other governmental charges (A) not yet overdue for
a period of more than 30 days or payable or subject to penalties for nonpayment or (B) which
are being contested in good faith by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of such Person in
accordance with GAAP;




     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant to the request
of and for the account of such Person in the ordinary course of its business;




     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of
real properties or Liens incidental, to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;




     (6) Liens securing Indebtedness and other obligations permitted to be incurred pursuant
to clause (1), (4), (18), (19), (20) or (21) of Section 4.09(b) hereof; provided that Liens
securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the
assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred
pursuant to clause (4) are solely on acquired property or the assets of the acquired entity,
as the case may be;




     (7) Liens existing on the Issue Date;




     (8) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, such Liens are not created or incurred in connection with, or
in contemplation of, such other Person becoming such a Subsidiary;
provided further,
however, that such Liens may not extend to any other property owned by the Issuer or any of
its Restricted Subsidiaries;




     (9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into the
Issuer or any of its Restricted Subsidiaries; provided, however, that such
Liens are not created or incurred in connection with, or in contemplation of, such
acquisition; provided, further, however, that the Liens may not extend to any other property
owned by the Issuer or any of its Restricted Subsidiaries;




     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with
Section 4.09 hereof;




     (11) Liens securing Hedging Obligations otherwise permitted under this Indenture;




     (12) Liens on specific items of inventory of other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;




     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business which do not materially interfere with the ordinary conduct of the
business of the Issuer or any of its Restricted Subsidiaries and do not secure any
Indebtedness;




     (14) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary
course of business;




     (15) Liens in favor of the Issuer or any Guarantor;



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     (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in
the ordinary course of business to the Issuer’s clients;




     (17) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility;




     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such property), and
(b) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the
original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to
pay any fees and expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement;




     (19) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (20) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $50.0 million at any one time outstanding;




     (21) Liens securing judgments for the payment of money not constituting an Event of
Default under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately
bonded and any appropriate legal proceedings that may have been duly initiated for the
review of such judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired;




     (22) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;




     (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to commodity trading
accounts or other commodity brokerage accounts incurred in the ordinary course of business,
and (iii) in favor of banking institutions arising as a matter of law encumbering deposits
(including the right of set-off) and which are within the general parameters customary in
the banking industry;




     (24) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets
other than those that are the subject of such repurchase agreement;




     (25) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (26) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Issuer or any of
its Restricted Subsidiaries in the ordinary course of business;




     (27) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.09(a)
hereof; provided that at the time of incurrence such Indebtedness does not exceed
the maximum principal amount of Indebtedness that, as of such date, and after giving effect
to the incurrence of such Indebtedness and the



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application of the proceeds therefrom on such
date, would cause the Secured Leverage Ratio of the Issuer to exceed 2.5 to 1.0; and




     (28) Liens securing any obligations owed by the Issuer or any of its Subsidiaries in
respect of any overdraft and other liabilities arising from treasury, depository and cash
management services or any automated clearing house transfers of funds.



     For purposes of this definition, the term “Indebtedness” shall be deemed to include interest
on such Indebtedness.



     “Permitted SRS Distribution” means an SRS Distribution (i) if the Consolidated
Leverage Ratio (as defined in the Senior Credit Facilities), determined on a pro forma basis as of
the last day of the most recent fiscal quarter for which financial statements are available
(including any repayment of Indebtedness in connection with such SRS Distribution), shall not
exceed 3.0 to 1.0, (ii) both before and after giving effect to the SRS Distribution, no default or
Event of Default shall have occurred or be continuing, and (iii) after giving effect to the SRS
Distribution, substantially all of the liabilities relating primarily to the Post-Acute Specialty
Rehabilitation Services segment or business of the Issuer and its Subsidiaries are assumed by the
Persons whose equity interests are being distributed (or the Issuer and its other Subsidiaries are
indemnified for such liabilities).



     “Person” means any individual, corporation, limited liability company, partnership,
joint venture, association, joint stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof or any other entity.



     “Preferred Stock” means any Equity Interest with preferential rights of payment of
dividends or upon liquidation, dissolution, or winding up.



     “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any
Person engaged in, a Similar Business; provided that the fair market value of any such assets or
Capital Stock shall be determined by the Issuer in good faith.



     “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a
rating on the Notes publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P
or both, as the case may be.



     “Receivables Facility” means any of one or more receivables financing facilities as
amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the
Obligations of which are non recourse (except for customary representations, warranties, covenants
and indemnities made in connection with such facilities) to the Issuer or any of its Restricted
Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its
Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a
Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to
a Person that is not a Restricted Subsidiary.



     “Receivables Fees” means distributions or payments made directly or by means of
discounts with respect to any accounts receivable or participation interest therein issued or sold
in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in
connection with, any Receivables Facility.



     “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that
solely engages only in one or more Receivables Facilities and other activities reasonably related
thereto.



     “Record Date” for the interest, if any, payable on any applicable Interest Payment
Date means February 1 or August 1 (whether or not a Business Day) next preceding such Interest
Payment Date.



     “Related Business Assets” means assets (other than cash or Cash Equivalents) used or
useful in a Similar Business, provided that any assets received by the Issuer or a
Restricted Subsidiary in exchange for assets



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transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless
upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.




     “Remaining Senior Subordinated Notes” means the aggregate principal amount of 111/4%
Senior Subordinated Notes due 2014 issued by the Issuer outstanding after completion of the
National Mentor Tender Offer.



     “Remaining Senior Toggle Notes” means the aggregate principal amount of Senior
Floating Rate Toggle Notes due 2014 issued by NMH Holdings, Inc. outstanding after completion of
the NMH Holdings Tender Offer.



     “Responsible Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such Person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Notes Legend” means the legend set forth in Section 2.3(e)(i) of
Appendix A to this Indenture.



     “Restricted Subsidiary” means any direct or indirect Subsidiary of the Issuer
(including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided,
however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an
Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary.”



     “S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any
successor to its rating agency business.



     “Sale and Lease Back Transaction” means any arrangement providing for the leasing by
the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which
property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a
third Person in contemplation of such leasing.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted
Subsidiaries secured by a Lien.



     “Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) the
sum of the aggregate outstanding Secured Indebtedness of such person and its Restricted
Subsidiaries (other than Secured Indebtedness of the type described in clause (d) of the definition
of Indebtedness) as of such date of determination (determined on a consolidated basis in accordance
with GAAP) net of unrestricted cash, cash that collateralizes letters of credit and Cash
Equivalents, to (b) EBITDA for the period of the most recent four consecutive fiscal quarters for
which internal financial statements are available, with such pro forma and other adjustments to
each of Secured Indebtedness and EBITDA as are appropriate and consistent with the pro forma and
other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. In the
event that the Issuer or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays,
repurchases, defeases, redeems or otherwise discharges any Indebtedness subsequent to the
commencement of the period for which the Secured Leverage Ratio is being calculated but prior to
the event for which the calculation of the Secured Leverage Ratio is made, then the Secured
Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness as if
the same had occurred at the beginning of the applicable four-quarter period.




-22-












 





     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Senior Credit Facilities” means the Credit Facilities under the Credit Agreement to
be entered into as of the Issue Date by and among the Issuer, NMH Holdings, LLC, the lenders party
thereto in their capacities as lenders thereunder and UBS AG, Stamford Branch, as Administrative
Agent, including any guarantees, collateral documents, instruments and agreements executed in
connection therewith, and any amendments, supplements, modifications, extensions, renewals,
restatements, refundings or refinancings thereof and any indentures or credit facilities or
commercial paper facilities with banks or other institutional lenders or investors that replace,
refund or refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility or indenture that
increases the amount borrowable thereunder or alters the maturity
thereof (provided that such
increase in borrowings is permitted under Section 4.09 hereof).



     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article l, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the Issue Date.



     “Similar Business” means any business conducted or proposed to be conducted by the
Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar,
reasonably related, incidental or ancillary thereto.



     “Sold Entity or Business” has the meaning as set forth in the definition of the term
“EBITDA.”



     “SRS Distribution” means one or more dividends or distributions to the equityholders
of the Issuer (and any of its Subsidiaries) of equity interests in one or more Subsidiaries of the
Issuer substantially all of whose assets consist of assets of the Post-Acute Specialty
Rehabilitation Services segment or business of the Issuer and its Subsidiaries.



     “Subordinated Indebtedness” means, with respect to the Notes,




     (1) any Indebtedness of the Issuer which is by its terms subordinated in right of
payment to the Notes, and




     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of
payment to the Guarantee of such entity of the Notes.



     “Subsidiary” means, with respect to any Person:




     (1) any corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at
the time of determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof or is consolidated
under GAAP with such Person at such time; and




     (2) any partnership, joint venture, limited liability company or similar entity of
which




     (x) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general or limited partnership interests, as applicable, are
owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form of
membership, general, special or limited partnership or otherwise, and



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     (y) such Person or any Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity through the ability to elect a
majority of the directors or managers of the entity.



     “Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on
a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person
as may be expressly stated.



     “Transaction” means the offering of the Notes, the borrowings under the Senior Credit
Facilities as in effect on the Issue Date, the repurchase of the Senior Subordinated Notes pursuant
to the National Mentor Tender Offer, the repurchase of the Senior Toggle Notes pursuant to the NMH
Holdings Tender Offer and the repayment of certain other outstanding indebtedness, as described in
the Offering Memorandum.



     “Transfer Restricted Notes” means any Notes that bear or are required to bear the
Restricted Notes Legend.



     “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such
Redemption Date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to February 15,
2014; provided however, that if the
period from the Redemption Date to February 15, 2014 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year will be used.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-777bbbb).



     “Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.



     “Unrestricted Subsidiary” means:




     (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted
Subsidiary (as designated by the Issuer, as provided below); and




     (2) any Subsidiary of an Unrestricted Subsidiary.



     The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or
holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely
any Subsidiary of the Subsidiary to be so designated); provided that




     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity Interests
having ordinary voting power for the election of directors, or Persons performing a similar
function are owned, directly or indirectly, by the Issuer;




     (2) such designation complies with Section 4.07 hereof; and




     (3) each of:




     (a) the Subsidiary to be so designated; and




     (b) its Subsidiaries



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has not at the time of designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted
Subsidiary.




     The
Issuer may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided
that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and either:




     (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or




     (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries
would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately
prior to such designation,


in each case on a pro forma basis taking into account such designation.




     Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any
committee thereof giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the foregoing provisions.



     “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the board of directors or representatives
of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by
dividing:




     (1) the sum of the products of the number of years from the date of determination to
the date of each successive scheduled principal payment of such Indebtedness or redemption
or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment; by




     (2) the sum of all such payments.



     “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time
be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.



     Section 1.02 Other Definitions.



	 	 	 
	 	 	Defined in
	Term	 	Section
	“Acceptable Commitment”
	 	4.10
	“Agent Members”
	 	2.1(c) of Appendix A
	“Affiliate Transaction”
	 	4.11
	“Applicable Procedures”
	 	1.1(a) of Appendix A
	“Asset Sale Offer”
	 	4.10
	“Authentication Order”
	 	2.02
	“Change of Control Offer”
	 	4.14
	“Change of Control Payment”
	 	4.14
	“Change of Control Payment Date”
	 	4.14
	“Clearstream”
	 	1.1(a) of Appendix A
	“Covenant Defeasance”
	 	8.03
	“DTC’
	 	2.03






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	 	 	Defined in
	Term	 	Section
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.10
	“Global Note”
	 	2.1(b) of Appendix A
	“incur”
	 	4.09
	“IAI”
	 	1.1(a) of Appendix A
	“IAI Global Note”
	 	2.1(b) of Appendix A
	“Legal Defeasance”
	 	8.02
	“Note Register”
	 	2.03
	“Offer Amount”
	 	3.09
	“Offer Period”
	 	3.09
	“Pari Passu Indebtedness”
	 	4.10
	“Paying Agent”
	 	2.03
	“Purchase Date”
	 	3.09
	“QIB”
	 	1.1(a) of Appendix A
	“Redemption Date”
	 	3.07
	“Refinancing Indebtedness”
	 	4.09
	“Refunding Capital Stock”
	 	4.07
	“Registrar”
	 	2.03
	“Regulation S”
	 	1.1(a) of Appendix A
	“Regulation S Global Note”
	 	2.1(b) of Appendix A
	“Regulation S Notes”
	 	1.1(a) of Appendix A
	“Restricted Payments”
	 	4.07
	“Restricted Period”
	 	1.1(a) of Appendix A
	“Rule 501”
	 	1.1(a) of Appendix A
	“Rule 144”
	 	1.1(a) of Appendix A
	“Rule 144A”
	 	1.1(a) of Appendix A
	“Rule 144A Global Note”
	 	2.1(b) of Appendix A
	“Rule 144A Notes”
	 	1.1(a) of Appendix A
	“Rule 904”
	 	1.1(a) of Appendix A
	“Second Commitment”
	 	4.10
	“Successor Company”
	 	5.01
	“Successor Person”
	 	5.01
	“Treasury Capital Stock”
	 	4.07






     Section 1.03 Incorporation by Reference of Trust Indenture Act.



     Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture (to the extent applicable).



     The following Trust Indenture Act terms used in this Indenture have the following meanings:




     “Commission” means the SEC;




     “indenture securities” means the Notes;




     “indenture security Holder” means a Holder of a Note;




     “indenture to be qualified” means this Indenture;




     “indenture trustee” or “institutional trustee” means the Trustee; and



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     “obligor” on the Notes and the Guarantees means the Issuer and the Guarantors,
respectively, and any successor obligor upon the Notes and the Guarantees, respectively.



     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture
Act have the meanings so assigned to them.



     Section 1.04 Rules of Construction.



     Unless the context otherwise requires:




     (a) a term has the meaning assigned to it;




     (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (c) “or” is not exclusive;




     (d) words in the singular include the plural, and in the plural include the singular;




     (e) “will” shall be interpreted to express a command;




     (f) provisions apply to successive events and transactions;




     (g) references to sections of, or rules under, the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time
to time;




     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and




     (i) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not any particular Article, Section, clause or other
subdivision.



     Section 1.05 Acts of Holders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Issuer.



     (b) [Intentionally Omitted]



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.



     (e) The Issuer may set a record date for purposes of determining the identity of Holders
entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any
other act, or to vote or consent to any action by vote or consent authorized or permitted to be
given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first
solicitation of a Holder made by any Person in respect of any such



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action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of 30 days prior to the
first solicitation of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation.



     (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.



     (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the beneficial owners of interests in any such Global Note
through such depositary’s standing instructions and customary practices.



     (h) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.



ARTICLE 2




THE NOTES



     Section 2.01 Form and Dating; Terms.



     (a) General. Provisions relating to the Initial Notes and Additional Notes are set
forth in Appendix A, which is hereby incorporated in and expressly made a part of this
Indenture. The (a) Initial Notes and the Trustee’s certificate of authentication and (b) any
Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of
authentication shall each be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends
or endorsements required by law, stock exchange rule, agreements to which the Issuer or any
Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is
in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $2,000 and integral multiples thereof.1



     (b) Terms. The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any





 




			
	1	 	Minimum amount of $2,000 and denominations of $2,000.




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Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.




     The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as
provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof.
The Notes shall not be redeemable, other than as provided in Article 3.



     Additional Notes ranking pari passu with the Initial Notes may be created and issued from time
to time by the Issuer without notice to or consent of the Holders and shall be consolidated with
and form a single class with the Initial Notes and shall have the same terms as to status,
redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue
Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any
Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.



     Section 2.02 Execution and Authentication.



     At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile
signature.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.



     A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose until authenticated substantially in the form of Exhibit A attached hereto, as
the case may be, by the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Indenture.



     On the Issue Date, the Trustee shall, upon receipt of an Issuer Order that shall specify the
principal amount of each Note to be issued upon such order, the registered Holders thereof and the
related delivery instructions (an “Authentication Order”), authenticate and deliver the
Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an
Authentication Order authenticate and deliver any Additional Notes for an aggregate principal
amount specified in such Authentication Order for such Additional Notes issued hereunder.



     The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Issuer.



     Section 2.03 Registrar and Paying Agent.



     The Issuer shall maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented
for payment (“Paving Agent”). The Registrar shall keep a register of the Notes (“Note
Register”) and of their transfer and exchange. The Issuer may appoint one or more
co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer
may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall
notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.
If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.



     The Issuer initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.



     The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the
Notes and to act as Custodian with respect to the Global Notes.



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     Section 2.04 Paying Agent to Hold Money in Trust.



     The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee in writing
of any default by the Issuer in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further
liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying
Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall
serve as Paying Agent for the Notes.



     Section 2.05 Holder Lists.



     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Trust Indenture Act Section 312(a) (to the extent applicable). If the Trustee is not the
Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a) (to the extent
applicable).



     Section 2.06 Transfer and Exchange.



     (a) The Notes shall be issued in registered form and shall be transferable only upon the
surrender of a Note for registration of transfer and in compliance with Appendix A.



     (b) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication
Order in accordance with Section 2.02 hereof or at the Registrar’s request.



     (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05
hereof).



     (d) Neither the Registrar nor the Issuer shall be required to register the transfer of or
exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part.



     (e) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.



     (f) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before the day of any
selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on
the day of selection, (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or
(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding
Interest Payment Date.



     (g) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note



-30-









 







for the purpose of receiving payment of principal of (and premium, if
any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or
the Issuer shall be affected by notice to the contrary.



     (h) Upon surrender for registration of transfer of any Note at the office or agency of the
Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall
authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any
authorized denomination or denominations of a like aggregate principal amount.



     (i) At the option of the Holder, Notes may be exchanged for other Notes of any authorized
denomination or denominations of a like aggregate principal amount upon surrender of the Notes to
be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled
to in accordance with the provisions of Section 2.02 hereof.



     (j) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



     (k) None of the Issuer, Trustee, Paying Agent, nor any Agent of the Issuer shall have any
responsibility or liability for any aspect of the records relating to or payment made on account of
beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.



     Section 2.07 Replacement Notes.



     If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the
Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of
any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be
supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee
and (ii) the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent,
from any loss and expense that any of them may suffer if a replaced Note is ever presented or
otherwise claimed upon for payment. The Issuer may charge for its expenses in replacing a Note.



     Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



     Section 2.08 Outstanding: Notes.



     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.



     If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.



-31-









 





     Section 2.09 Treasury Notes.



     In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer,
shall be considered as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction,
waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor
upon the Notes or any Affiliate of the Issuer or of such other obligor.



     Section 2.10 Temporary Notes.



     Until certificates representing Notes are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the
Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.



     Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Indenture.



     Section 2.11 Cancellation.



     The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or
the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the
record retention requirement of the Exchange Act and the Trustee). Certification of the
cancellation of all cancelled Notes shall be delivered to the Issuer upon written request. The
Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.



     Section 2.12 Defaulted Interest.



     If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof; provided that, if the Issuer pays the
defaulted interest prior to the date that is 30 days after the date of default in payment of
interest, payment shall be to the Holders as of the original Record Date. The Issuer shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment, and the Issuer shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall
make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be
fixed each such special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted interest. The
Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the
special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the
name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage
prepaid, to each Holder a notice at his or her address as it appears in the Note Register that
states the special record date, the related payment date and the amount of such interest to be
paid.



     Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.



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     Section 2.13 CUSIP Numbers.



     The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so,
the Trustee shall use CUSIP numbers in notices of redemption as a
convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of
such numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any
change in the CUSIP numbers.



ARTICLE 3




REDEMPTION



     Section 3.01 Notices to Trustee.



     If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the
Trustee, at least 5 Business Days before notice of redemption is required to be mailed or caused to
be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption
date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or
Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date,
(iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.



     Section 3.02 Selection of Notes to Be Redeemed or Purchased.



     If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on
any national securities exchange (and the Trustee has received written notice of such listing), in
compliance with the requirements of the principal national securities exchange on which the Notes
are listed or (b) if the notes are not listed on any national securities exchange, on a pro rata
basis, by lot or by such other similar method in accordance with the procedures of DTC. In the
event of partial redemption or purchase, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called for redemption or
purchase.



     The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in
amounts of $2,000 or whole multiples of $2,000 in excess thereof; no Notes of $2,000 or less can be
redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder, even if not a multiple of $2,000, shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture
that apply to Notes called for redemption or purchase also apply to portions of Notes called for
redemption or purchase.



     Section 3.03 Notice of Redemption.



     Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class
mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is
issued in connection with Article 8 or Article 13 hereof. Any notice of redemption may be subject
to one or more conditions precedent.



     The notice shall identify the Notes to be redeemed and shall state:



     (a) the redemption date;



     (b) the redemption price;



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     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that
Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the
Notes upon cancellation of the original Note;



     (d) the name and address of the Paying Agent;



     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price;



     (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date;



     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed;



     (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Notes; and



     (i) any condition to such redemption.



     At the Issuer’s written request, the Trustee shall give the notice of redemption in the
Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at
least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed
to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), (i) an Officer’s Certificate requesting that the Trustee give such notice and (ii) a form
of such notice setting forth the information to be stated therein as provided in the preceding
paragraph.



     Any notice of redemption may be given prior to the completion of any event or transaction
related to such redemption, and any such redemption or notice may, at the Issuer’s discretion, be
subject to one or more conditions precedent, including, without limitation, in the case of any
Equity Offering, completion of such Equity Offering. In addition, if such redemption or notice is
subject to satisfaction of one or more conditions precedent, such notice shall state that, in the
Issuer’s discretion, the redemption date may not occur and such notice may be rescinded in the
event that any or all such conditions shall not have been satisfied by the redemption date, or by
the redemption date so delayed.



     Section 3.04 Effect of Notice of Redemption.



     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price,
subject to the satisfaction of any conditions precedent provided in such notice. The notice, if
mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or
not the Holder receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Note designated for redemption in whole or in part shall
not affect the validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or
portions of Notes called for redemption.



     Section 3.05 Deposit of Redemption or Purchase Price.



     Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with
the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.



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     If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date
but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note was registered at
the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or
purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and
in Section 4.01 hereof.



     Section 3.06 Notes Redeemed or Purchased in Part.



     Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the
Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the
same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $2,000. It is understood that,
notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an
Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new
Note.



     Section 3.07 Optional Redemption.



     (a) At anytime prior to February 15, 2014, the Issuer may redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the
registered address of each Holder, at a redemption price equal to 100% of the principal amount of
the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to
the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date.



     (b) At any time until February 15, 2014, the Issuer may, at its option, redeem up to 35% of
the aggregate principal amount of Notes issued by it at a redemption price equal to 112.50% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, with the net cash
proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate
principal amount of Notes originally issued under this Indenture and any Additional Notes that are
Notes issued under this Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering.



     (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be
redeemable at the Issuer’s option prior to February 15, 2014.



     (d) At any time on and after February 15, 2014, the Issuer may redeem the Notes, in whole or
in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be
redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable
Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month
period beginning on February 15 of each of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	 
	2014
	 	 	106.250	%
	2015
	 	 	103.125	%
	2016 and thereafter
	 	 	100.000	%






     (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



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     (f) In connection with any redemption of Notes (including with the net cash proceeds of an
Equity Offering), such redemption or notice may, at the Issuer’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of any related Equity
Offering.



     (g) The Issuer may, at any time and from time to time, purchase Notes in the open market or
otherwise, subject to compliance with this Indenture and compliance with all applicable securities
laws.



     Section 3.08 Mandatory Redemption.



     The Issuer shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes.



     Section 3.09 Offers to Repurchase by Application of Excess Proceeds.



     (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to
commence an Asset Sale Offer, it shall follow the procedures specified below.



     (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata
basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari
Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.



     (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall
be paid to the Person in whose name a Note is registered at the close of business on such Record
Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset
Sale Offer.



     (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail,
a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari
Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:




     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment shall continue to accrue
Interest;




     (iv) that, unless the Issuer defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase
Date;




     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $2,000 only;




     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer,
the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in
the notice at least three days before the Purchase Date;



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     (vii) that Holders shall be entitled to withdraw their election if the Issuer or the
Paying Agent, as the case may be, receives, not later than the expiration of the Offer
Period, a telegram, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;




     (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness
surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the
Notes and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata
basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments
as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000,
or integral multiples thereof, shall be purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the extent not
repurchased.



     (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of
Notes or portions thereof so tendered.



     (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel
or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new
Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in
a principal amount of $2,000 or an integral multiple thereof. Any Note not so accepted shall be
promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly
announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.



     Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof.



ARTICLE 4




COVENANTS



     Section 4.01 Payment of Notes.



     The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or
a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and interest then due.



     The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.



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     Section 4.02 Maintenance of Office or Agency.



     The Issuer shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.



     The Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer
shall give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.



     The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.03 hereof.



     Section 4.03 Reports and Other Information.



     (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on
forms provided for such annual and quarterly reporting pursuant to rules and regulations
promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and
Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the
Issuer files them with the SEC) from and after the Issue Date,




     (1) within 90 days (or any other time period then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-K by a
non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or
any successor or comparable form, containing the information required to be contained
therein, or required in such successor or comparable form;




     (2) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year, reports on Form 10-Q containing all quarterly information that would be
required to be contained in Form 10-Q, or any successor or comparable form;




     (3) promptly from time to time after the occurrence of an event required to be therein
reported, such other reports on Form 8-K, or any successor or comparable form; and




     (4) any other information, documents and other reports that the Issuer would be
required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;


in each case, in a manner that complies in all material respects with the requirements specified in
such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if
the SEC does not permit such filing, in which event the Issuer shall make available such
information to prospective purchasers of Notes, in addition to delivering such information to the
Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would
be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of
the Exchange Act, which obligation to deliver such information may be satisfied by posting such
information on its website within the time period specified above. To the extent any such
information is not furnished within the time periods specified above and such information is
subsequently furnished (including upon becoming publicly available, by filing such information with
the SEC), the Issuer will be deemed to have satisfied its obligations with respect thereto at such
time and any default with respect thereto shall be deemed to have been cured; provided,
that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if
Holders of at least 25% in principal amount of the then total outstanding Notes have declared the
principal, premium, if any, interest and any other monetary


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obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or
cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the
Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.




     (b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor
of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to
financial information relating to the Issuer by furnishing financial information relating to such
parent; provided that the same is accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to such parent, on the one hand,
and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis,
on the other hand.



     (c) Delivery of such reports, information and documents to the Trustee as may be required
pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from
the information contained therein, including the Issuer’s compliance with any of its covenants
hereunder.



     Section 4.04 Compliance Certificate.



     (a) The Issuer and each Guarantor shall deliver to the Trustee, within 90 days after the end
of each fiscal year ending after the Issue Date, a certificate from the principal executive
officer, principal financial officer or principal accounting officer stating that a review of the
activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officer with a view to determining whether the Issuer has
kept, observed, performed and fulfilled its obligations under this Indenture, and further stating,
as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer
has kept, observed, performed and fulfilled each and every condition and covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all
such Defaults of which he or she may have knowledge and what action the Issuer is taking or
proposes to take with respect thereto).



     (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or
the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice
or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall
be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or
by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer
proposes to take with respect thereto.



     Section 4.05 Taxes.



     The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate negotiations or proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.



     Section 4.06 Stay, Extension and Usury Laws.



     The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law has been enacted.



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     Section 4.07 Limitation on Restricted Payments.



     (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:




     (I) declare or pay any dividend or make any payment or distribution on account of the
Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or
distribution payable in connection with any merger or consolidation other than:




     (A) dividends or distributions by the Issuer payable solely in Equity Interests
(other than Disqualified Stock) of the Issuer; or




     (B) dividends or distributions by a Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or series
of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a
Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of
securities;




     (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity
Interests of the Issuer or any direct or indirect parent of the Issuer, including in
connection with any merger or consolidation;




     (III) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value in each case, prior to any scheduled repayment, sinking fund
payment or maturity, any Subordinated Indebtedness, other than:




     (A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof;
or




     (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness
purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
purchase, repurchase or acquisition; or




     (IV) make any Restricted Investment


(all such payments and other actions set forth in clauses (I) through (IV) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:





     (1) no Default shall have occurred and be continuing or would occur as a consequence
thereof;




     (2) immediately after giving effect to such transaction on a pro forma basis, the
Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including
Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends
on Refunding Capital Stock pursuant to clause (b) thereof only), (4), (6)(c), (9) and (14)
of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section
4.07(b) hereof), is less than the sum of (without duplication):




     (a) 50% of the Consolidated Net Income of the Issuer for the period (taken as
one accounting period) beginning April 1, 2011, to the end of the Issuer’s most
recently ended fiscal quarter for which internal financial statements are available
at the time of such Restricted



-40-









 







Payment, or, in the case such Consolidated Net Income
for such period is a deficit, minus 100% of such deficit; plus




     (b) 100% of the aggregate net cash proceeds and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property
received by the Issuer since immediately after the Issue Date (other than net cash
proceeds to the extent such net cash proceeds have been used to incur Indebtedness,
Disqualified Stock or Preferred Stock pursuant to clause (12) of Section 4.09(b)
hereof) from the issue or sale of:




     (i) (A) Equity Interests of the Issuer, including Treasury Capital
Stock, but excluding cash proceeds and the fair market value, as determined
in good faith by the Issuer, of marketable securities or other property
received from the sale of:




     (x) Equity Interests to members of management, directors or
consultants of the Issuer, any direct or indirect parent company of
the Issuer and the Issuer’s Subsidiaries after the Issue Date to the
extent such amounts have been applied to Restricted Payments made in accordance with
clause (4) of Section 4.07(b) hereof; and




     (y) Designated Preferred Stock and




     (B) to the extent such net cash proceeds are actually contributed to
the Issuer, Equity Interests of the Issuer’s direct or indirect parent
companies (excluding contributions of the proceeds from the sale of
Designated Preferred Stock of such companies or contributions to the extent
such amounts have been applied to Restricted Payments made in accordance
with clause (4) of Section 4.07(b) hereof); or




     (ii) debt securities of the Issuer that have been converted into or
exchanged for such Equity Interests of the Issuer;




provided,
however, that this clause (b) shall not include the proceeds from (W)
Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the
Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock
or debt securities that have been converted into Disqualified Stock or (Z) Excluded
Contributions; plus




     (c) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property
contributed to the capital of the Issuer following the Issue Date (other than net
cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12) of
Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than from
any Excluded Contributions); plus




     (d) 100% of the aggregate amount received in cash and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property
received by means of:




     (i) the sale or other disposition (other than to the Issuer or a
Restricted Subsidiary) of Restricted Investments made by the Issuer or its
Restricted Subsidiaries and repurchases and redemptions of such Restricted
Investments from the Issuer or its Restricted Subsidiaries and repayments of
loans or advances (including the release of any guarantee that constituted a
Restricted Investment when made), which constitute Restricted Investments by
the Issuer or its Restricted Subsidiaries, in each case after the Issue
Date; or



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     (ii) the sale (other than to the Issuer or a Restricted Subsidiary) of
the stock of an Unrestricted Subsidiary or a distribution from an
Unrestricted Subsidiary (other than in each case to the extent the
Investment in such Unrestricted Subsidiary was made by the Issuer or a
Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to
the extent such Investment constituted a Permitted Investment) or a dividend
from an Unrestricted Subsidiary after the Issue Date; plus




     (e) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary after the Issue Date, the fair market value of the Investment
in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in
the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0
million, in writing by an Independent Financial Advisor, at the time of the
redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than
an Unrestricted Subsidiary to the extent the Investment in such Unrestricted
Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7)
of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted
Investment.



     (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:




     (1) the payment of any dividend within 60 days after the date of declaration thereof,
if at the date of declaration such payment would have complied with the provisions of this
Indenture;




     (2) (a) the redemption, repurchase, retirement or other acquisition of any Equity
Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or
any Equity Interests of any direct or indirect parent company of the Issuer, in exchange
for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of
the Issuer to the extent contributed to the Issuer (in each case, other than any
Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the
retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was
permitted under clauses (5) or (6) of this Section 4.07(b), the declaration and payment of
dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of
which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of
any direct or indirect parent company of the Issuer) in an aggregate amount per year no
greater than the aggregate amount of dividends per annum that were declarable and payable on
such Treasury Capital Stock immediately prior to such retirement;




     (3) the redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of
the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the
case may be, which is incurred in compliance with Section 4.09 hereof so long as:




     (a) the principal amount of such new Indebtedness does not exceed the principal
amount of (or accreted value, if applicable), plus any accrued and unpaid interest
on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or
retired for value, plus the amount of any reasonable premium required to be paid
under the terms of the instrument governing the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired and any reasonable fees and expenses
incurred in connection with the issuance of such new Indebtedness;




     (b) such new Indebtedness is subordinated to the Notes or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so
purchased, exchanged, redeemed, repurchased, acquired or retired for value;




     (c) such new Indebtedness has a final scheduled maturity date equal to or later
than the final scheduled maturity date of the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired; and



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     (d) such new Indebtedness has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired;




     (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or
retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or
any of its direct or indirect parent companies held by any future, present or former
employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct
or indirect parent companies pursuant to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement, including any Equity Interests
rolled over by management of the Issuer in connection with the
Acquisition; provided,
however, that the aggregate Restricted Payments made under this clause (4) do not exceed in
any calendar year $10.0 million (with unused amounts in any calendar year being carried over
to succeeding calendar years subject to a maximum (without giving effect to the following
proviso) of $15.0 million in any calendar year); provided
further that such amount in any
calendar year may be increased by an amount not to exceed:




     (a) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer,
Equity Interests of any of the Issuer’s direct or indirect parent companies, in each
case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or
indirect parent companies that occurs after the Issue Date, to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied to
the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof
and to the extent such contribution is not an Excluded Contribution; plus




     (b) the cash proceeds of key man life insurance policies received by the Issuer
or its Restricted Subsidiaries after the Issue Date; less




     (c) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (a) and (b) of this clause (4);




and
provided further that cancellation of Indebtedness owing to the Issuer from members of
management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of
the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of
the Issuer or any of its direct or indirect parent companies will not be deemed to
constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of
this Indenture;




     (5) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance
with Section 4.09 hereof to the extent such dividends are included in the definition of
“Fixed Charges”;




     (6) (a) the declaration and payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the
Issue Date;




     (b) the declaration and payment of dividends to a direct or indirect parent company of
the Issuer, the proceeds of which will be used to fund the payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such
parent corporation issued after the Issue Date, provided that the amount of dividends paid
pursuant to this clause (b) shall not exceed the aggregate amount of cash actually
contributed to the Issuer from the sale of such Designated Preferred Stock; or




     (c) the declaration and payment of dividends on Refunding Capital Stock that is
Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause
(2) of this Section 4.07(b);



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provided,
however, in the case of each of (a), (b) and (c) of this clause (6), that for the
most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of issuance of such Designated Preferred Stock or
the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after
giving effect to such issuance or declaration on a pro forma basis (and assuming for
purposes of this calculation that any dividends payable in cash on Preferred Stock will be
so paid in cash), the Issuer and its Restricted Subsidiaries on a consolidated basis would
have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;




     (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (7) that are at the
time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash or marketable securities, not to
exceed $20.0 million (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);




     (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (9) the declaration and payment of dividends on the Issuer’s common stock (or the
payment of dividends to any direct or indirect parent entity to fund a payment of dividends
on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common
stock of any of its direct or indirect parent companies after the Issue Date, of up to 6%
per annum of the net cash proceeds received by or contributed to the Issuer in or from any
such public offering, other than public offerings with respect to the Issuer’s common stock
registered on Form S-8 and other than any public sale constituting an Excluded Contribution;




     (10) Restricted Payments that are made with Excluded Contributions;




     (11) other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (11) not to exceed $15.0 million;




     (12) distributions or payments of Receivables Fees;




     (13) any Restricted Payment used to fund the Transaction and the fees and expenses
related thereto;




     (14) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to the provisions similar to those described under
Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in
connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed or acquired for value;




     (15) the declaration and payment of dividends by the Issuer to, or the making of loans
to, any direct or indirect parent in amounts required for any direct or indirect parent
companies to pay, in each case without duplication,




     (a) franchise taxes and other fees, taxes and expenses required to maintain
their corporate existence;




     (b) federal, state and local income taxes, to the extent such income taxes are
attributable to the income of the Issuer and its Restricted Subsidiaries and, to the
extent of the amount actually received from its Unrestricted Subsidiaries, in
amounts required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries; provided that in each case the amount of such payments in
any fiscal year does not exceed the amount that the Issuer and its Restricted
Subsidiaries would be required to pay in respect of federal, state and local taxes



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for such fiscal year were the Issuer, its Restricted Subsidiaries and its
Unrestricted Subsidiaries (to the extent described above) were to pay such taxes
separately from any such parent entity;




     (c) customary salary, bonus, severance and other benefits and compensation
arrangements payable to officers and employees of, and customary fees paid to
directors of, any direct or indirect parent company of the Issuer to the extent such
salaries, bonuses, severance and other benefits and compensation arrangements and
fees are attributable to the ownership or operation of the Issuer and its Restricted
Subsidiaries, and any indemnification or expense reimbursement claims made by
directors or officers of any direct or indirect parent company of the Issuer
attributable to the ownership of operation of the Issuer and its Restricted
Subsidiaries;




     (d) general corporate operating and overhead costs and expenses of any direct
or indirect parent company of the Issuer to the extent such costs and expenses are
attributable to the ownership or operation of the Issuer and its Restricted
Subsidiaries;




     (e) fees and expenses other than to Affiliates of the Issuer related to any
unsuccessful equity or debt offering of such parent entity; and




     (f) fees and expenses owed by the Issuer, and direct or indirect parent company
of the Issuer, to Affiliates, to the extent permitted by clause (3) under the
covenant described under Section 4.11 hereof;




     (16) the distribution, dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries
(other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash
Equivalents);




     (17) a Permitted SRS Distribution;




     (18) payments of cash, dividends, distributions, advance or other Restricted Payments
by the Issuer or any of its Restricted Subsidiaries to allow the payment of cash in lieu of
the issuance of fractional shares or upon the purchase, redemption or acquisition of
fractional shares (or the declaration and payment of any dividends to, or the making of
loans to, any direct or indirect parent company of the Issuer to finance such payment,
purchase, redemption or acquisition), including in connection with (i) the exercise of
options, warrants or other convertible securities, (ii) the conversion or exchange of
Capital Stock or (iii) stock dividends, splits or combinations or business combinations; and




     (19) the redemption (including any mandatory redemption), repurchase, defeasance or
other acquisition or retirement for value of the Remaining Senior Toggle Notes and the
Remaining Senior Subordinated Notes, including the payment of any accrued interest or
premiums thereon and any related costs and expenses (including any payments of dividends or
distributions made by the Issuer to any direct or indirect parent company of the Issuer to
finance any of the foregoing); provided that no Remaining Senior Toggle Notes shall
be purchased or redeemed for a price greater than 101% of the principal amount so purchased
or redeemed, plus accrued and unpaid interest thereon;


provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (11), (16) and (17) of this Section 4.07(b), no Default shall have occurred
and be continuing or would occur as a consequence thereof.




     The amount of all Restricted Payments (other than cash) will be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
to or by the Issuer or the Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.



     For the avoidance of doubt, any dividend or distribution otherwise permitted pursuant to this
covenant may in the form of a loan.




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     For purposes of determining compliance with Section 4.07 hereof, in the event that a
Restricted Payment meets the criteria or more than one of the categories of Restricted Payments
described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first
paragraph of this covenant, the Issuer will be entitled to classify such Restricted Payment (or
portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion
thereof) in any manner that complies with this covenants.



     (c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes
of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated shall be deemed to be Restricted Payments in an amount determined as set forth in the
last sentence of the definition of “Investment.” Such designation shall be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether pursuant to Section
4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the
definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.



     Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.



     (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a
Guarantor to:




     (1) (A) pay dividends or make any other distributions to the Issuer or any of its
Restricted Subsidiaries on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, or




     (B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;




     (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or




     (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its
Restricted Subsidiaries.



     (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions
existing under or by reason of:




     (1) contractual encumbrances or restrictions in effect on the Issue Date, including
pursuant to the Senior Credit Facilities and the related documentation;




     (2) this Indenture and the Notes;




     (3) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on
the property so acquired;




     (4) applicable law or any applicable rule, regulation or order;




     (5) any agreement or other instrument of a Person acquired by the Issuer or any of its
Restricted Subsidiaries in existence at the time of such acquisition (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired;



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     (6) contracts for the sale of assets, including customary restrictions with respect to
a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale
or disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary;




     (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09
hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets
securing such Indebtedness;




     (8) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;




     (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries
permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section
4.09 hereof;




     (10) customary provisions in joint venture agreements and other similar agreements
relating solely to such joint venture;




     (11) customary provisions contained in leases or licenses of intellectual property and
other agreements, in each case, entered into in the ordinary course of business;




     (12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and
(3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b);
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Issuer, not materially more restrictive with respect to such encumbrance and other
restrictions taken as a whole than those prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; and




     (13) restrictions created in connection with any Receivables Facility that, in the good
faith determination of the Issuer are necessary or advisable to effect such Receivables
Facility.



     Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stack.



     (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise (collectively, “incur” and collectively, an
“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the
Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted
Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that
the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired
Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed
Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most
recently ended four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on
a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been
issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning
of such four quarter period.



     (b) The provisions of Section 4.09(a) hereof shall not apply to:




     (1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any
Guarantor and the issuance and creation of letters of credit and bankers’ acceptances
thereunder (with letters of credit and



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bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof, which principal amount shall be deemed to be
reduced to the extent such letters of credit are cash collateralized), up to an aggregate
principal amount outstanding at any one time equal to $605.0 million (plus up to an
additional $75.0 million, to the extent the Consolidated Leverage Ratio as of the date of
incurrence would have been no greater than 6.00 to 1.00, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred), less the
sum of all principal payments with respect to such Indebtedness made pursuant to Sections
4.10(b)(1)(A) and 4.10(b)(1)(B) in satisfaction of the requirements of Section 4.10;




     (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the
Notes (including any Guarantee) (other than any Additional Notes);




     (3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the
Issue Date (other than Indebtedness described in clauses (1), (2) and (20) of this Section
4.09(b)), including the Remaining Senior Toggle Notes and the Remaining Senior Subordinated
Notes;




     (4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and
Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the
purchase, lease or improvement of property (real or personal) or equipment (other than
software) that is used or useful in a Similar Business (including any reasonably related
fees or expenses incurred in connection with such purchase, lease or improvement), whether
through the direct purchase of assets or the Capital Stock of any Person owning such assets,
including all Indebtedness incurred to renew, refund, refinance, replace, defease or
discharge any Indebtedness incurred pursuant to this clause (4), up to an aggregate
principal amount outstanding at any one time equal to the greater of (x) $20.0 million and
(y) 2.0% of Total Assets at the time incurred;




     (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the
ordinary course of business, including letters of credit in respect of workers’ compensation
claims, or other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims; provided, however, that upon the drawing of such letters of
credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30
days following such drawing or incurrence;




     (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or a Subsidiary for the purpose of financing such
acquisition; provided, however, that




     (A) such Indebtedness is not reflected on the balance sheet of the Issuer, or
any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote
to financial statements and not otherwise reflected on the balance sheet will not be
deemed to be reflected on such balance sheet for purposes of this clause (6)(A));
and




     (B) the maximum assumable liability in respect of all such Indebtedness shall
at no time exceed the gross proceeds including non-cash proceeds (the fair market
value of such non-cash proceeds being measured at the time received and without
giving effect to any subsequent changes in value) actually received by the Issuer
and its Restricted Subsidiaries in connection with such disposition;




     (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided, however, that any
such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly
subordinated in right of payment to the Notes; provided further, however, that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any
Restricted Subsidiary ceasing to be a Restricted Subsidiary or



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any other subsequent transfer
of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be
deemed, in each case, to be an incurrence of such Indebtedness;




     (8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted
Subsidiary; provided, however, that if a Guarantor incurs such Indebtedness to a Restricted
Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of
payment to the Notes or the Guarantee
of the Notes of such Guarantor, as applicable; provided further, however, that any
subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted
Subsidiary), directly or through the disposition of the Restricted Subsidiary holding such
Indebtedness, shall be deemed, in each case, to be an incurrence of such Indebtedness;




     (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or
another Restricted Subsidiary, provided that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in
each case to be an issuance of such shares of Preferred Stock;




     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness
permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity
pricing risk;




     (11) obligations in respect of performance, bid, appeal and surety bonds and completion
guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary
course of business;




     (12) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Issuer since
immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or
cash contributed to the capital of the Issuer (in each case, other than proceeds of
Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as
determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the
extent such net cash proceeds or cash are not Excluded Contributions or have not been
applied pursuant to such clauses to make Restricted Payments or to make other Investments,
payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments
(other than Permitted Investments specified in clauses (1) and (3) of the definition
thereof);




     (13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness,
Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness,
Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and
clauses (2), (3), (4) (subject to the limitations contained therein) and (12) of this
Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) including
additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums
(including reasonable tender premiums), defeasance costs and fees in connection therewith
(the “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness:




     (A) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average Life
to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being
refunded or refinanced,




     (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness
subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing
Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to
the same extent as the Indebtedness being refinanced or refunded or (ii)
Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be
Disqualified Stock or Preferred Stock, respectively, and




     (C) shall not include:



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     (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
of the Issuer that is not a Guarantor that refinances Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer;




     (ii) Indebtedness, Disqualified Stock or Preferred Stock of a
Subsidiary of the Issuer that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or




     (iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer
or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock
or Preferred Stock of an Unrestricted Subsidiary;




     (14) (i) Indebtedness, Disqualified Stock or Preferred Stock of Persons (other than
Indebtedness, Disqualified Stock or Preferred Stock incurred in anticipation of such
acquisition or merger) that are acquired by the Issuer or any Restricted Subsidiary or
merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this
Indenture or (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all
or any portion of the funds or credit support utilized to consummate, the acquisition by the
Issuer or such Restricted Subsidiary of property used or useful in a Permitted Business
(whether through the direct purchase or assets or the purchase of Capital Stock of, or
merger or consolidation with, any Person owning such assets); provided that after
giving effect to such acquisition or merger, either




     (a) the Issuer would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09(a) hereof, or




     (b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted
Subsidiaries is greater than immediately prior to such acquisition or merger;




     (15) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business, provided that such Indebtedness is extinguished within two Business Days of its
incurrence;




     (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to the Credit Facilities, in a principal amount not in
excess of the stated amount of such letter of credit;




     (17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or
other obligations of any Restricted Subsidiary so long as the incurrence of such
Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture, or




     (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided
that such guarantee is incurred in accordance with Section 4.15 hereof;




     (18) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at
any one time outstanding and together with any other Indebtedness incurred under this clause
(18) 5.0% of the Total Assets of the Foreign Subsidiaries;




     (19) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i)
the financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements in each case, incurred in the ordinary course of business;




     (20) Indebtedness of the Issuer or any Restricted Subsidiary under any Mortgage
Facility; provided that the aggregate amount of Indebtedness outstanding and incurred
pursuant to this clause (20), does not at any one time exceed $12.0 million;



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     (21) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or
liquidation preference, which when aggregated with the principal amount and liquidation
preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this
clause (21), does not at any one time outstanding exceed the greater of (x) $30 million and
(y) 3.0% of Total Assets;




     (22) Indebtedness consisting of promissory notes or similar obligations issued by the
Issuer or any Restricted Subsidiary relating to licenses to be acquired in connection with
an acquisition that cannot be transferred to the Issuer or such Restricted Subsidiary prior
to or concurrently with the consummation of such acquisition, not exceeding $20.0 million at
any one time outstanding;




     (23) Indebtedness consisting of promissory notes issued to officers, directors and
employees of the Issuer or any Restricted Subsidiary to purchase or redeem Capital Stock of
the Issuer or any of its direct or indirect parent companies, in an aggregate amount not
exceeding $1.5 million at any time outstanding; and




     (24) Indebtedness representing deferred compensation to employees of the Issuer or any
of its Restricted Subsidiaries incurred in the ordinary course of business.



     (c) For purposes of determining compliance with this Section 4.09:




     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock
(or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) of
Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to
include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in
one of the above clauses; provided that all Indebtedness outstanding under the Credit
Facilities on the Issue Date and all Indebtedness outstanding under the Mortgage Facility on
the Issue Date shall be treated as incurred on the Issue Date under clauses (1) and (20),
respectively of Section 4.09(b) hereof and such amounts outstanding under such clause (1)
and (20) on the Issue Date may not be later reclassified; and




     (2) at the time of incurrence, the Issuer shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described in Sections
4.09(a) and 4.09(b) hereof.



     Accrual of interest, the accretion of accreted value and the payment of interest in the form
of additional Indebtedness, Disqualified Stock or Preferred Stock of the same class shall not be
deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of
this Section 4.09.



     For purposes of determining compliance with any U.S. dollar denominated restriction on the
incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case
of revolving credit debt; provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed the principal amount of such Indebtedness being refinanced.



     The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred
in a different currency from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.



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     Section 4.10 Asset Sales.



     (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause,
make or suffer to exist an Asset Sale, unless:




     (1) the Issuer or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market value (as
determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and




     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that the amount of:




     (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s
most recent balance sheet or in the footnotes thereto) of the Issuer or such
Restricted Subsidiary, other than liabilities that are by their terms subordinated
to the Notes, that are assumed by the transferee of any such assets and for which
the Issuer and all of its Restricted Subsidiaries have been validly released by all
creditors in writing,




     (B) any securities received by the Issuer or such Restricted Subsidiary from
such transferee that are converted by the Issuer or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the closing of
such Asset Sale, and




     (C) any Designated Non-cash Consideration received by the Issuer or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (C) that is at that time outstanding, not to exceed the greater of (x)
$20.0 million and (y) 2.00% of Total Assets at the time of the receipt of such
Designated Non-cash Consideration, with the fair market value of each item of
Designated Non-cash Consideration being measured at the time received and without
giving effect to subsequent changes in value,


shall be deemed to be cash for purposes of this provision and for no other purpose.




     (b) Within 365 days (or 450 days in the case of Net Cash Proceeds of any Sale and Lease Back
Transaction) after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted
Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,




     (1) to permanently reduce:




     (A) Indebtedness and other Obligations under Credit Facilities or any Secured
Indebtedness (and, if the Indebtedness is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto) of the Issuer or any
Restricted Subsidiary;




     (B) Obligations under other Indebtedness, other than Subordinated Indebtedness
(and, if the Indebtedness is revolving credit Indebtedness, to correspondingly
reduce commitments with respect thereto); provided that the Issuer shall
equally and ratably reduce Obligations under the Notes as provided under Section
3.07 hereof through open-market purchases (to the extent such purchases are at or
above 100% of the principal amount thereof) or by making an offer (in accordance
with the procedures set forth under Section 4.10(c) hereof) to all Holders to
purchase their Notes at 100% of the principal amount thereof, plus the amount of
accrued but unpaid interest, if any, on the amount of Notes that would otherwise be
prepaid; or




     (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than
Indebtedness owed to the Issuer or another Restricted Subsidiary,



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     (2) to make (A) an Investment in any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount
of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B)
capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used
or useful in a Similar Business, or




     (3) to make an Investment in (A) any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount
of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B)
properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace
the businesses, properties and/or assets that are the subject of such Asset Sale;


provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so long as the Issuer,
or such other Restricted Subsidiary enters into such commitment with the good faith expectation
that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such
commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is
later cancelled or terminated for any reason before the Net Proceeds are applied in connection
therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a
“Second Commitment”) within 180 days of such cancellation or termination; provided further
that if any Second Commitment is later cancelled or terminated for any reason before such Net
Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.




     (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and
within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer shall
make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is
pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu
Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of
the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer
shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after
the date that Excess Proceeds exceed $20.0 million by mailing the notice required pursuant to the
terms of this Indenture, with a copy to the Trustee.



     To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining
Excess Proceeds for general corporate purposes, subject to other covenants contained in this
Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered
by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based
on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.



     (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the
holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness
outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited by this Indenture.



     (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture, the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.



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     Section 4.11 Transactions with Affiliates.



     (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of
the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments
or consideration in excess of $7.5 million, unless:




     (1) such Affiliate Transaction is on terms that are not materially less favorable to
the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated
Person on an arm’s-length basis; and




     (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $15.0 million, a resolution adopted by the majority of the board of directors of
the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).



     (b) The provisions of Section 4.11 (a) hereof shall not apply to the following:




     (1) transactions between or among the Issuer or any of its Restricted Subsidiaries;




     (2) Restricted Payments permitted by Section 4.07 hereof and the definition of
“Permitted Investments”;




     (3) the payment of management, consulting, monitoring and advisory fees and related
expenses to the Investors pursuant to the Management Agreement as in effect on the Issue
Date and the termination fees pursuant to the Management Agreement as in effect on the Issue
Date;




     (4) the payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or
indirect parent companies or any of its Restricted Subsidiaries and customary salary, bonus,
severance and other benefits and compensation arrangements payable to officers and employees
of the Issuer, any of its direct or indirect parent companies or any of its Restricted
Subsidiaries;




     (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case
may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that
such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point
of view or stating that the terms are not materially less favorable to the Issuer or its
relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an
arm’s-length basis;




     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long
as any such amendment is not disadvantageous to the Holders when taken as a whole as
compared to the applicable agreement as in effect on the Issue Date);




     (7) the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of its obligations under the terms of, any stockholders agreement (including
any registration rights agreement or purchase agreement related thereto) to which it is a
party as of the Issue Date and any similar agreements which it may enter into thereafter;
provided, however, that the existence of, or the performance by the Issuer or any of its
Restricted Subsidiaries of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Issue Date shall only be
permitted by this clause (7) to the extent that the terms of any such amendment or new
agreement are not otherwise disadvantageous to the Holders when taken as a whole;



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     (8) the Transaction and the payment of all fees and expenses related to the
Transaction, in each case as disclosed in the Offering Memorandum;




     (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to the Issuer and its Restricted
Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the
senior management thereof, or are on terms at least as favorable as might reasonably have
been obtained at such time from an unaffiliated party;




     (10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to
any Affiliate;




     (11) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility;




     (12) payments by the Issuer or any of its Restricted Subsidiaries to any of the
Investors made for any financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures which payments are approved by a majority of
the board of directors of the Issuer in good faith;




     (13) payments or loans (or cancellation of loans) to employees or consultants of the
Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries
and employment agreements, stock option plans and other similar arrangements with such
employees or consultants which, in each case, are approved by the Issuer in good faith; and




     (14) investments by the Investors in securities of the Issuer or any of its Restricted
Subsidiaries so long as (i) the investment is being offered generally to other investors on
the same or more favorable terms and (ii) the investment constitutes less than 5% of the
proposed or outstanding issue amount of such class of securities.



     Section 4.12 Liens.



     The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create,
incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under
any Indebtedness, on any asset or property of the Issuer or any Guarantor, or any income or profits
therefrom, or assign or convey any right to receive income therefrom, unless:




     (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related
Guarantees are secured by a Lien on such property, assets or proceeds that is senior in
priority to such Liens; or




     (2) in all other cases, the Notes or the Guarantees are equally and ratably secured,
except that the foregoing shall not apply to Liens securing the Notes and the related
Guarantees.



     Section 4.13 Corporate Existence.



     Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence and the corporate,
partnership, limited liability company or other existence of each of its Restricted Subsidiaries,
in accordance with the respective organizational documents (as the same may be amended from time to
time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer
shall not be required to preserve any such right, license or franchise, or the corporate,
partnership, limited liability company or other existence of any of its Restricted Subsidiaries, if
the Issuer in good faith shall determine that the preservation



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thereof is no longer desirable in
the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.




     Section 4.14 Offer to Repurchase Upon Change of Control.



     (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed,
irrevocable redemption notices with respect to all the outstanding Notes as described under Section
3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer
described below (the “Change of Control Offer”) at a price in cash (the “Change of
Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
Within 30 days following any Change of Control, the Issuer shall send notice of such Change of
Control Offer by first-class mail, with a copy to the Trustee, to each Holder to the address of
such Holder appearing in the security register, with the following information:




     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for
payment by the Issuer;




     (2) the purchase price and the purchase date, which will be no earlier than 30 days nor
later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”);




     (3) that any Note not properly tendered will remain outstanding and continue to accrue
interest;




     (4) that unless the Issuer defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest on the Change of Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the
notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;




     (6) that Holders shall be entitled to withdraw their tendered Notes and their election
to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not
later than the close of business on the 30th day following the date of the Change of Control
notice, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement
that such Holder is withdrawing its tendered Notes and its election to have such Notes
purchased;




     (7) that if the Issuer is redeeming less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in principal
amount to the unpurchased portion of the Notes surrendered; the unpurchased portion of the
Notes must be equal to $2,000 or an integral multiple thereof; and




     (8) the other instructions, as determined by the Issuer, consistent with this Section
4.14, that a Holder must follow.



     The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner
herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice
but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all



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other Holders that properly
received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-l
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.14,
the Issuer shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.14 by virtue thereof.




     (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,




     (1) accept for payment all Notes issued by them or portions thereof properly tendered
pursuant to the Change of Control Offer,




     (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control
Payment in respect of all Notes or portions thereof so tendered, and




     (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so
accepted together with an Officer’s Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to and purchased by the Issuer.



     (c) The Issuer shall not be required to make a Change of Control Offer following a Change of
Control if (a) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change
of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer or (b) a notice of redemption has been given pursuant to the
Indenture as described in Section 3.07 hereof, unless and until there is a default in payment of
the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of
Control Offer may be made in advance of a Change of Control, conditional upon such Change of
Control, if a definitive agreement is in place for the Change of Control at the time of making of
the Change of Control Offer.



     (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this
Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.



     Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.



     The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted
Subsidiaries (and non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries if such
non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities or Credit
Facilities), other than a Guarantor or an Insurance Subsidiary, Non-Profit Subsidiary or Foreign
Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor
unless:




     (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental
indenture to this Indenture, the form of which is attached as Exhibit C hereto,
providing for a Guarantee by such Restricted Subsidiary, except that with respect to a
guarantee of Indebtedness of the Issuer or any Guarantor:




     (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of
payment to such Indebtedness, the Guarantee under the supplemental indenture shall
be subordinated to such Restricted Subsidiary’s guarantee with respect to such
Indebtedness substantially to the same extent as the Notes are subordinated to such
Indebtedness; and




     (b) if such Indebtedness is by its express terms subordinated in right of
payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such
Restricted Subsidiary with respect to such Indebtedness shall be subordinated in
right of payment to such Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes; and



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     (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or
take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or
any other rights against the Issuer or any other Restricted Subsidiary as a result of any
payment by such Restricted Subsidiary under its Guarantee.



ARTICLE 5




SUCCESSORS



     Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.



     (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the
Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties or assets, in one or more related transactions, to
any Person unless:




     (1) either: (x) the Issuer is the surviving corporation, limited liability company or
limited partnership; or (y) the Person formed by or surviving any such consolidation or
merger (if other than the Issuer) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation, limited liability
company or limited partnership organized or existing under the laws of the jurisdiction of
organization of the Issuer or the laws of the United States, any state thereof, the District
of Columbia, or any territory thereof (such Person, as the case may be, being herein called
the “Successor Company”); provided that, notwithstanding the foregoing, in the event
any Successor Company thereof shall not be a corporation, a co-obligor of the Notes is a
corporation;




     (2) the Successor Company, if other than the Issuer, expressly assumes all the
obligations of the Issuer under the Notes pursuant to supplemental indentures or other
documents or instruments;




     (3) immediately after such transaction, no Default exists;




     (4) immediately after giving pro forma effect to such transaction and any related
financing transactions, as if such transactions had occurred at the beginning of the
applicable four quarter period,




     (A) the Successor Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.09(a) hereof, or




     (B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and
its Restricted Subsidiaries would be greater than such Ratio for the Issuer and its
Restricted Subsidiaries immediately prior to such transaction;




     (5) each Guarantor, unless it is the other party to the transactions described above,
in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture
confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture
and the Notes; and




     (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with this Indenture.



     (b) The Successor Company shall succeed to, and be substituted for the Issuer under this
Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clause (4) of Section
5.01(a) hereof,




     (x) any Restricted Subsidiary may consolidate with or merge into or transfer all or
part of its properties and assets to the Issuer, and



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     (y) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely
for the purpose of reincorporating the Issuer in a State of the United States so long as the
amount of Indebtedness, Disqualified Stock and Preferred Stock of the Issuer and its
Restricted Subsidiaries is not increased thereby.



     (c) Subject to Section 11.06, no Guarantor shall, and the Issuer shall not permit any
Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or
Guarantor is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related transactions, to any Person
(other than the Issuer or another Guarantor) unless:




     (1) (A) such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, limited liability company or limited partnership organized or existing under
the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the
laws of the United States, any state thereof, the District of Columbia, or any territory
thereof (such Guarantor or such Person, as the case may be, being herein called the
“Successor Person”);




     (B) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee
pursuant to supplemental indentures or other documents or instruments;




     (C) immediately after such transaction, no Default exists; and




     (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with this Indenture; or




     (2) the transaction constitutes an Asset Sale and is made in compliance with Section
4.10 hereof.



     (d) Subject to Section 11.06, the Successor Person shall succeed to, and be substituted for,
such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing,
any Guarantor may merge into or transfer all or part of its properties and assets to another
Guarantor or the Issuer or merge with an Affiliate of the Issuer solely for the purpose of
reincorporating the Guarantor in a State of the United States as long as the amount of Indebtedness
of such Guarantor is not increased thereby.



     Section 5.02 Successor Entity Substituted.



     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Issuer in accordance with
Section 5.01 hereof, the successor corporation, limited liability company or limited partnership,
as the case may be, formed by such consolidation or into or with which the Issuer is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and be substituted for (so that from and after the date of such consolidation, merger, sale,
lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer,
shall refer instead to the successor entity and not to the Issuer), and may exercise every right
and power of the Issuer, under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved
from the obligation to pay the principal of and interest, if any, on the Notes except in the case
of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets, as
the case may be, that meets the requirements of Section 5.01 hereof.



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ARTICLE 6




DEFAULTS AND REMEDIES



     Section 6.01 Events of Default.



     (a) An “Event of Default” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):




     (1) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Notes;




     (2) default for 30 days or more in the payment when due of interest on or with respect
to the Notes;




     (3) failure by the Issuer or any Guarantor for 60 days (or, in the case of Section
4.03, 90 days) after receipt of written notice given by the Trustee or the Holders of not
less 25% in principal amount of the Notes to comply with any of its obligations, covenants
or agreements (other than a default referred to in clauses (1) and (2) above) contained in
this Indenture or the Notes;




     (4) default under any mortgage, indenture or instrument under which there is issued or
by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or
any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or
any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a
Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after
the issuance of the Notes, if both:




     (a) such default either results from the failure to pay any principal of such
Indebtedness at its stated final maturity (after giving effect to any applicable
grace periods) or relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in the
holder or holders of such Indebtedness causing such Indebtedness to become due prior
to its stated maturity; and




     (b) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
stated final maturity (after giving effect to any applicable grace periods), or the
maturity of which has been so accelerated, aggregate $20.0 million or more at any
one time outstanding;




     (5) failure by the Issuer or any Significant Subsidiary to pay final judgments
aggregating in excess of $20.0 million, which final judgments remain unpaid, undischarged
and unstayed for a period of more than 60 days after such judgment becomes final, and in the
event such judgment is covered by insurance, an enforcement proceeding has been commenced by
any creditor upon such judgment or decree which is not promptly stayed;




     (6) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (i) commences proceedings to be adjudicated bankrupt or insolvent;




     (ii) consents to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy law;



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     (iii) consents to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator or other similar official of it or for all or substantially all of its
property;




     (iv) makes a general assignment for the benefit of its creditors; or




     (v) generally is not paying its debts as they become due;




     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (i) is for relief against the Issuer or any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, in a proceeding in which the Issuer or
any such Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, is to be adjudicated bankrupt or insolvent;




     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, or for all or substantially all of the property
of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary; or




     (iii) orders the liquidation of the Issuer or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary;




and the order or decree remains unstayed and in effect for 60 consecutive days; or




     (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in
full force and effect or be declared null and void or any responsible officer of any
Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any
further liability under its Guarantee or gives notice to such effect, other than by reason
of the termination of this Indenture or the release of any such Guarantee in accordance with
this Indenture.



     (b) In the event of any Event of Default specified in clause (4) of Section 6.01 (a) hereof,
such Event of Default and all consequences thereof (excluding any resulting payment default, other
than as a result of acceleration of the Notes) shall be annulled, waived and rescinded,
automatically and without any action by the Trustee or the Holders, if within 20 days after such
Event of Default arose:




     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged; or




     (2) holders thereof have rescinded or waived the acceleration, notice or action (as the
case may be) giving rise to such Event of Default; or




     (3) the default that is the basis for such Event of Default has been cured.



     Section 6.02 Acceleration.



     If any Event of Default (other than an Event of Default specified in clause (6) or (7) of
Section 6.01 (a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders
of at least 25% in principal amount of the then total outstanding Notes may declare the principal,
premium, if any, interest and any other monetary obligations on all the then outstanding Notes to
be due and payable immediately.



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     Upon the effectiveness of such declaration, such principal and interest shall be due and
payable immediately.



     Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or
(7) of Section 6.01 (a) hereof, all outstanding Notes shall be due and payable immediately without
further action or notice.



     The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest, if any, or premium that has become due
solely because of the acceleration) have been cured or waived.



     Section 6.03 Other Remedies.



     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



     Section 6.04 Waiver of Past Defaults.



     Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences hereunder, except a continuing Default in the payment of the principal
of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in
connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to
Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.



     Section 6.05 Control by Majority.



     Subject to Sections 7.01(e), 7.02(f), 7.02(k) and 7.07, Holders of a majority in principal
amount of the then total outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other
Holder of a Note or that would involve the Trustee in personal loss or liability.



     Section 6.06 Limitation on Suits.



     Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this
Indenture or the Notes unless:




     (1) such Holder has previously given the Trustee notice that an Event of Default is
continuing;




     (2) Holders of at least 25% in principal amount of the total outstanding Notes have
requested the Trustee to pursue the remedy;



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     (3) Holders of the Notes have offered the Trustee reasonable security or indemnity
against any loss, liability or expense;




     (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and




     (5) Holders of a majority in principal amount of the total outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60 day period.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



     Section 6.07 Rights of Holders of Notes to Receive Payment.



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of
Control Offer), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder.



     Section 6.08 Collection Suit by Trustee.



     If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



     Section 6.09 Restoration of Rights and Remedies.



     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding has been
instituted.



     Section 6.10 Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



     Section 6.11 Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



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     Section 6.12 Trustee May File Proofs of Claim.



     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes including the Guarantors), its creditors or its property and
shall be entitled and empowered to participate as a member in any official committee of creditors
appointed in such matter and to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the compensation, reasonable expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
 Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.




     Section 6.13 Priorities.



     If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the
money or property in the following order:




     (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;




     (ii) [Intentionally omitted.]




     (iii) to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and




     (iv) to the Issuer or to such party as a court of competent jurisdiction shall direct
including a Guarantor, if applicable.



     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.13.



     Section 6.14 Undertaking for Costs.



     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.



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ARTICLE 7




TRUSTEE



     Section 7.01 Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the form
requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction that the
Trustee was negligent in ascertaining the pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.



     (e) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Indenture at the request or direction of any of the Holders of the Notes unless the Holders
have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or
expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



     Section 7.02 Rights of Trustee.



     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney at the sole cost of the



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Issuer and shall
incur no liability or additional liability of any kind by reason of such inquiry or investigation.
Any permissive right or authority granted to the Trustee shall not be construed as a mandatory
duty.




     (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such
Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.



     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. The Trustee
shall have no duty to inquire as to the performance of the Issuer’s or any Guarantor’s covenants
herein, except to the extent required by the Trust Indenture Act.



     (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to incur any loss, expense or liability, financial or otherwise, in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that an indemnity satisfactory to it against such risk,
loss, expense or liability is not assured to it.



     (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the existence of a Default or Event of Default, the Notes
and this Indenture.



     (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.



     (j) The permissive rights of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty unless so specified herein.



     (k) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers or duties.



     Section 7.03 Individual Rights of Trustee.



     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and duties, The Trustee
is also subject to Sections 7.10 and 7.11 hereof.



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     Section 7.04 Trustee’s Disclaimer.



     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.
The Trustee shall not be responsible for calculating the Applicable Premium or determining whether
such amount is due.



     Section 7.05 Notice of Defaults.



     If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Notes a notice of the Default within 90 days after it occurs (or if discovered
later, promptly after such discovery). Except in the case of a Default relating to the payment of
principal, premium, if any, or interest on any Note, the
Trustee may withhold from the Holders notice of any continuing Default if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a Default is received by the Trustee at the Corporate Trust
Office of the Trustee and references a Default or Event of Default.



     Section 7.06 Reports by Trustee to Holders of the Notes.



     Within 60 days after each January 15, beginning with the January 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act
Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by Trust Indenture Act Section 313(c).



     A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee
in writing when the Notes are listed on any stock exchange.



     Section 7.07 Compensation and Indemnity.



     The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel.



     The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and
hold the Trustee harmless against, any and all loss, damage, claims, liability or expense
(including attorneys’ fees) incurred by it in connection with the acceptance or administration of
this trust and the performance of its duties hereunder (including the costs and expenses of
enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07)
or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor,
or liability in connective with the acceptance, exercise or performance of any of its powers or
duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel
and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee’s own willful misconduct, negligence or bad faith.



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     The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee.



     To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



     The Trustee shall comply with the provisions of Trust Indenture Act Section 313(6)(2) to the
extent applicable.



     Section 7.08 Replacement of Trustee.



     A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.
The Issuer may remove the Trustee if:



     (a) the Trustee fails to comply with Section 7.10 hereof;



     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;



     (c) a custodian or public officer takes charge of the Trustee or its property; or



     (d) the Trustee becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.



     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at
least 10% in principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



     If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and
subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.



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     Section 7.09 Successor Trustee by Merger, etc.



     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.



     Section 7.10 Eligibility; Disqualification.



     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture
Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).



     Section 7.11 Preferential Collection of Claims Against Issuer.



     The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311 (a) to the extent indicated therein.



ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.



     The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8.



     Section 8.02 Legal Defeasance and Discharge.



     Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to
all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be
deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes,
which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof
and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied
all of its other obligations under such Notes and this Indenture including that of the Guarantors
(and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder:



     (a) the rights of Holders of Notes to receive payments in respect of the principal of,
premium, if any, and interest on the Notes when such payments are due solely out of the trust
created pursuant to Section 8.04 hereof;



     (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an
office or agency for payment and money for security payments held in trust;



     (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
obligations in connection therewith; and



     (d) this Section 8.02.



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     Subject to compliance with this Article 8, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



     Section 8.03 Covenant Defeasance.



     Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and
clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall
not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no
liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of
Default.



     Section 8.04 Conditions to Legal or Covenant Defeasance.



     The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:



     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:




     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium, if any, and
interest due on the Notes on the stated maturity date or on the redemption date, as the case
may be, of such principal, premium, if any, or interest on such Notes and the Issuer must
specify whether such Notes are being defeased to maturity or to a particular redemption
date;




     (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel confirming that, subject to customary assumptions and exclusions,




     (a) the Issuer has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or




     (b) since the issuance of the Notes, there has been a change in the applicable
U.S. federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, subject to customary assumptions and exclusions, the Holders of the Notes will not
recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a
result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;



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     (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the
Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Covenant Defeasance and will be subject to such tax on the same
amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




     (4) no Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness and in
each case the granting of Liens in connection therewith) shall have occurred and be
continuing on the date of such deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Senior Credit Facilities or any other
material agreement or instrument (other than this Indenture) to which, the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that
resulting from any borrowing of funds to be applied to make the deposit
required to effect such Legal Defeasance or Covenant Defeasance and any similar and
simultaneous deposit relating to other Indebtedness and the granting of Liens in connection
therewith);




     (6) [Intentionally omitted.]




     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by the Issuer with the intent of defeating, hindering,
delaying or defrauding any creditors of the Issuer or any Guarantor or others; and




     (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance, as the case may be, have been complied with.



     Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions.



     Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal and premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required
by law.



     The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the outstanding Notes.



     Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuer from time to time upon the request of the Issuer any money or Government Securities
held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.



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     Section 8.06 Repayment to Issuer.



     Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or then
held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on
any Note and remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Issuer on its request or (if then held by
the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon
cease.



     Section 8.07 Reinstatement.



     If the Trustee or Paying Agent is unable to apply any United States dollars or Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes
any payment of principal of, premium, if any, or interest on any Note following the reinstatement
of its obligations, the Issuer shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.



ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER



     Section 9.01 Without Consent of Holders of Notes.



     Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or
this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes
without the consent of any Holder:




     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;




     (2) to provide for uncertificated Notes of such series in addition to or in place of
certificated Notes;




     (3) to comply with Section 5.01 hereof;




     (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the
Holders;




     (5) to make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under this Indenture of any such
Holder;




     (6) to add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Issuer or any Guarantor;




     (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




     (8) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee thereunder pursuant to the requirements thereof;




     (9) to provide for the issuance of exchange notes or private exchange notes, which are
identical to exchange notes except that they are not freely transferable;



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     (10) to add a Guarantor under this Indenture;




     (11) to conform the text of this Indenture, Guarantees or the Notes to any provision of
the “Description of notes” section of the Offering Memorandum to the extent that such
provision in such “Description of notes” section was intended to be a verbatim recitation of
a provision of this Indenture, Guarantee or Notes, as certified in an Officer’s Certificate;
or




     (12) making any amendment to the provisions of this Indenture relating to the transfer
and legending of Notes as permitted by this Indenture, including, without limitation to
facilitate the issuance and administration of the Notes; provided, however that (i)
compliance with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment
does not materially and adversely affect the rights of Holders to transfer Notes.



     Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to
make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or
otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection
with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor
and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as
Exhibit C hereto, and delivery of an Officer’s Certificate, except as provided in Section
5.01(c).



     Section 9.02 With Consent of Holders of Notes.



     Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or
supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least
a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional Notes, if any)
voting as a single class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine
which Notes are considered to be “outstanding” for the purposes of this Section 9.02.



     Upon the request of the Issuer accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Issuer in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.



     It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver.



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     Without the consent of each affected Holder, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):




     (1) reduce the principal amount of such Notes whose Holders must consent to an
amendment, supplement or waiver;




     (2) reduce the principal of or change the fixed final maturity of any such Note or
alter or waive the provisions with respect to the redemption of such Notes (other than
provisions and definitions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to
the extent that any such amendment or waiver does not have the effect of reducing the
principal of or changing the fixed final maturity of any such Note or altering or waiving
the provisions with respect to the redemption of such Notes);




     (3) reduce the rate of or change the time for payment of interest on any Note;




     (4) waive a Default in the payment of principal of or premium, if any, or interest on
the Notes, except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the Notes and a waiver of the payment default that
resulted from such acceleration, or
in respect of a covenant or provision contained in this Indenture or any Guarantee
which cannot be amended or modified without the consent of all Holders;




     (5) make any Note payable in money other than that stated therein;




     (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or premium, if any, or
interest on the Notes;




     (7) make any change in these amendment and waiver provisions;




     (8) impair the right of any Holder to receive payment of principal of, or interest on
such Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes;




     (9) make any change in the ranking of the Notes that would adversely affect the
Holders; or




     (10) except as expressly permitted by this Indenture, modify the Guarantees of any
Significant Subsidiary in any manner adverse to the Holders of the Notes.



     Section 9.03 Compliance with Trust Indenture Act.



     Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies with the Trust Indenture Act as then in effect to the
extent applicable.



     Section 9.04 Revocation and Effect of Consents.



     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



     The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and



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only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 120 days after such record date unless the consent of the requisite
number of Holders has been obtained.




     Section 9.05 Notation on or Exchange of Notes.



     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.



     Section 9.06 Trustee to Sign Amendments, etc.



     The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. In
executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and
(subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the
documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is authorized or permitted by
this Indenture subject to customary exceptions. Notwithstanding the foregoing, no Opinion of
Counsel will be required for the Trustee to execute any amendment or supplement adding a new
Guarantor under this Indenture.



     Section 9.07 Payment for Consent.



     Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as
an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to all Holders and is paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.



ARTICLE 10




[Intentionally omitted]


ARTICLE 11



GUARANTEES



     Section 11.01 Guarantee.



     Subject to this Article 11, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the
principal of, interest, premium, if any, on the Notes shall be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer
to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally



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obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.




     The Guarantors hereby agree (to the extent permitted by law) that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or
this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against
the Issuer, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives
(to the extent permitted by law) diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest, notice and all demands whatsoever and covenants that this
Guarantee shall not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.



     Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section
11.01.



     If any Holder or the Trustee is required by any court or otherwise to return to the Issuer,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation
to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.



     Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Guarantees.



     Each Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees,
whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment
or performance had not been made. In the event that any payment or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.



     In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



     The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such
Guarantor and shall be subordinated in right of payment to all existing and future Secured
Indebtedness to the extent of the value of the assets securing such Indebtedness of such Guarantor,
if any.



     Each payment to be made by a Guarantor in respect of its Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.




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     Section 11.02 Limitation on Guarantor Liability.



     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in
the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee
shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.



     Section 11.03 Execution and Delivery.



     To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that
this Indenture shall be executed on behalf of such Guarantor by its President, one of its Executive
Vice Presidents, one of its Senior Vice Presidents, one of its Vice Presidents or one of its
Assistant Vice Presidents.



     Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain
in full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes.



     If an Officer whose signature is on this Indenture no longer holds that office at the time the
Trustee authenticates the Note, the Guarantee shall be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.



     If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired
Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to
the extent applicable.



     Section 11.04 Subrogation.



     Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in
respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof;
provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such right of
subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes
shall have been paid in full.



     Section 11.05 Benefits Acknowledged.



     Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it
pursuant to its Guarantee are knowingly made in contemplation of such benefits.



     Section 11.06 Release of Guarantees.



     A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged,
and no further action by such Guarantor, the Issuer or the Trustee is required for the release of
such Guarantor’s Guarantee, upon:



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     (1) (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital
Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted
Subsidiary or (ii) all or substantially all the assets of such Guarantor is, in each case,
made in compliance with the applicable provisions of this Indenture;




     (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit
Facilities and any other guarantee which resulted in (or would by itself require) the
creation of such Guarantee under this Indenture, except a discharge or release by or as a
result of payment under such guarantee;




     (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary; or




     (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in
accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being
discharged in accordance with the terms of this Indenture; and




     (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with.



          Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee
shall be necessary to effect any such release. Neither the Trustee, the Issuer nor any Guarantor
will be required to make a notation on the Notes to reflect any such release, termination or
discharge. At the written request of the Issuer, the Trustee shall execute and deliver an
appropriate instrument evidencing such release, termination or discharge.




ARTICLE 12




[Intentionally omitted]



ARTICLE 13



SATISFACTION AND DISCHARGE



     Section 13.01 Satisfaction and Discharge.



     This Indenture shall be discharged and shall cease to be of further effect as to all Notes,
when either:




     (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed
Notes which have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust, have been delivered to the Trustee for cancellation; or




     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or otherwise, shall
become due and payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest to pay and discharge the entire indebtedness
on the Notes not theretofore delivered to the Trustee for cancellation for principal,
premium, if any, and accrued interest to the date of maturity or redemption;



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     (B) no Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness) with
respect to this Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under the Senior Credit Facilities or any
other material agreement or instrument (other than this Indenture) to which the Issuer or
any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that
resulting from any borrowing of funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Indebtedness and the granting of Liens in connection
therewith);




     (C) the Issuer has paid or caused to be paid all sums payable by them under this
Indenture; and




     (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or the redemption date, as the
case may be.



     In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.



     Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the
provisions of Section 13.02 and Section 8.06 hereof shall survive.



     Upon satisfaction of the conditions set forth herein and upon written request of the Issuer,
the Trustee shall acknowledge in writing the satisfaction and discharge of the Indenture.



     Section 13.02 Application of Trust Money.



     Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.



     If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof;
provided that if the Issuer has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.



ARTICLE 14




MISCELLANEOUS



     Section 14.01 Trust Indenture Act Controls.



     If any provision of this Indenture limits, qualifies or conflicts with any duties imposed by
Trust Indenture Act Section 318(c), the imposed duties, if any, shall control.



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     Section 14.02 Notices.



     Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the
others’ address:



     If to the Issuer and/or any Guarantor:


National Mentor Holdings, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

Fax No.: (617) 790-4271

Attention: General Counsel




     If to the Trustee:


Wells Fargo Bank, National Association

Corporate Trust Services

MAC N9311-110

625 Marquette Ave.

Minneapolis, MN 55479

Fax No.: (612) 667-2160

Attention: National Mentor Administrator




     The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery; provided that any notice or communication delivered to the
Trustee shall be deemed effective upon actual receipt thereof.



     Any notice or communication to a Holder shall be mailed by first-class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar or by other electronic means or such other
delivery system as the Trustee agrees to accept. Any notice or communication shall also be so
mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the
Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.



     Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any
Note provides for notice of any event (including any notice of redemption or repurchase) to a
Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if
given to DTC (or its designee) pursuant to the standing instructions from DTC or its designee,
including by electronic mail in accordance with accepted practices at DTC.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



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     Section 14.03 Communication by Holders of Notes with Other Holders of Notes.



     Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar
and anyone else shall have the protection of Trust Indenture Act Section 312(c).



     Section 14.04 Certificate and Opinion as to Conditions Precedent.



     Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take
any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to
the Trustee:



     (a) An Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to
the proposed action have been satisfied; and



     (b) An Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied; provided that, subject to
Section 5.01(c) hereof, no Opinion of Counsel shall be required in connection with the addition of
a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a
supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto;
provided further, that no such Opinion of Counsel shall be required in connection with the
order of the Issuer to authenticate and deliver the Notes in the aggregate principal amount of
$250,000,000 on the date hereof pursuant to Section 2.02 hereof.



     Section 14.05 Statements Required in Certificate or Opinion.



     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof) shall
include:



     (a) a statement that the Person making such certificate or opinion has read such covenant or
condition;



     (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may
be limited to reliance on an Officer’s Certificate as to matters of fact); and



     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



     Section 14.06 Rules by Trustee and Agents.



     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable roles and set reasonable requirements for its functions.



     Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.



     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or
any of their parent companies shall have any liability for any obligations of the Issuer or the
Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes.



-81-









 





     Section 14.08 Governing Law.



     THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 14.09 Waiver of Jury Trial.



     THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 14.10 Force Majeure.



     In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.



     Section 14.11 No Adverse Interpretation of Other Agreements.



     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.



     Section 14.12 Successors.



     All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section
11.05 hereof.



     Section 14.13 Severability.



     In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 14.14 Counterpart Originals.



     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



     Section 14.15 Table of Contents, Headings, etc.



     The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]



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	 	NATIONAL MENTOR HOLDINGS, INC.

 	 
	 	By:  	/s/ Denis M. Holler
 	 
	 	 	Name:  	Denis M. Holler 	 
	 	 	Title:  	Executive Vice President,

Chief Financial Officer and Treasurer 	 



Signature Page to Indenture




 











 








	 	 	 

	 

	 	Each of the Guarantors Listed Below:
	 
	 	 
	 

	 	CAREMERIDIAN, LLC
	 

	 	CENTER FOR COMPREHENSIVE SERVICES, INC.
	 

	 	CORNERSTONE LIVING SKILLS, INC.
	 

	 	FAMILY ADVOCACY SERVICES, LLC
	 

	 	FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
	 

	 	HORRIGAN COLE ENTERPRISES, INC.
	 

	 	ILLINOIS MENTOR, INC.
	 

	 	INSTITUTE FOR FAMILY CENTERED SERVICES, INC.
	 

	 	LAKEVIEW BLUE RIDGE, INC.
	 

	 	LAKEVIEW HEALTHCARE SYSTEMS, INC.
	 

	 	LAKEVIEW OCEAN STATE, INC.
	 

	 	LAKEVIEW WATERFORD, INC.
	 

	 	LOYD’S LIBERTY HOMES, INC.
	 

	 	MASSACHUSETTS MENTOR, INC.
	 

	 	MENTOR ABI, LLC
	 

	 	MENTOR MANAGEMENT, INC.
	 

	 	MENTOR MARYLAND, INC.
	 

	 	NATIONAL MENTOR HEALTHCARE, LLC
	 

	 	NATIONAL MENTOR HOLDINGS, LLC
	 

	 	NATIONAL MENTOR, LLC
	 

	 	NATIONAL MENTOR SERVICES HOLDINGS, LLC
	 

	 	NATIONAL MENTOR SERVICES, LLC
	 

	 	NEURORESTORATIVE ASSOCIATES, INC.
	 

	 	NEW PROVIDER, LLC
	 

	 	OHIO MENTOR, INC.
	 

	 	PROGRESSIVE LIVING UNITS SYSTEMS-NEW JERSEY, INC.
	 

	 	REM ARIZONA REHABILITATION, INC.
	 

	 	REM ARROWHEAD, INC.
	 

	 	REM CENTRAL LAKES, INC.
	 

	 	REM COLORADO, INC.
	 

	 	REM COMMUNITY OPTIONS, LLC
	 

	 	REM COMMUNITY PAYROLL SERVICES, LLC
	 

	 	REM CONNECTICUT COMMUNITY SERVICES, INC.
	 

	 	REM CONSULTING OF OHIO, INC.
	 

	 	REM DEVELOPMENTAL SERVICES, INC.
	 

	 	REM HEARTLAND, INC.
	 

	 	REM HENNEPIN, INC.
	 

	 	REM HOME HEALTH, INC.
	 

	 	REM INDIANA COMMUNITY SERVICES, INC.
	 

	 	REM INDIANA COMMUNITY SERVICES II, INC.
	 

	 	REM INDIANA, INC.
	 

	 	REM IOWA COMMUNITY SERVICES, INC.
	 

	 	REM IOWA, 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 WAIVERED SERVICES, INC.






Signature Page to Indenture



 









 





	 	 	 

	 

	 	REM OHIO, INC.
	 

	 	REM RAMSEY, INC.
	 

	 	REM RIVER BLUFFS, INC.
	 

	 	REM SOUTH CENTRAL SERVICES, INC.
	 

	 	REM SOUTHWEST SERVICES, INC.
	 

	 	REM UTAH, INC.
	 

	 	REM WEST VIRGINIA, LLC
	 

	 	REM WISCONSIN II, INC.
	 

	 	REM WISCONSIN III, INC.
	 

	 	REM WISCONSIN, INC.
	 

	 	REM WOODVALE, INC.
	 

	 	REM, INC.
	 

	 	ROCKLAND CHILD DEVELOPMENT SERVICES, INC.
	 

	 	SOUTH CAROLINA MENTOR, INC.
	 

	 	TIMBER RIDGE GROUP, INC.
	 

	 	TRANSITIONAL SERVICES, LLC
	 

	 	UNLIMITED QUEST, INC.






	 	 	 	 	 
	 	By:  	        /s/ Denis M. Holler
 	 
	 	 	Name:  	Denis M. Holler 	 
	 	 	Title:  	Executive Vice President 	 



Signature Page to Indenture



 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 



Signature Page to Indenture



 









 





APPENDIX A




PROVISIONS RELATING TO INITIAL NOTES AND

ADDITIONAL NOTES





     Section 1.1 Definitions.



     (a) Capitalized Terms.



     Capitalized terms used but not defined in this Appendix A have the meanings given to them in
the Indenture. The following capitalized terms have the following meanings:




     “Applicable Procedures” means, with respect to any transfer or transaction
involving a Regulation S Global Note or beneficial interest therein, the rules and
procedures of the Depositary for such Regulation S Global Note, Euroclear and Clearstream,
in each case to the extent applicable to such transaction and as in effect from time to
time.




     “Clearstream” means Clearstream Banking, Société Anonyme, or any successor
securities clearing agency.




     “Euroclear” means the Euroclear Clearance System or any successor securities
clearing agency.




     “IAI” means an institutional “accredited investor” as described in Rule
501(a)(1), (2), (3) or (7) under the Securities Act.




     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




     “Regulation S” means Regulation S promulgated under the Securities Act.




     “Regulation S Notes” means all Notes offered and sold outside the United States
in reliance on Regulation S.




     “Restricted Period”, with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (a) the day on which such Notes are
first offered to persons other than distributors (as defined in Regulation S under the
Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by
the Issuer to the Trustee, and (b) the date of issuance with respect to any such Notes.




     “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.




     “Rule 144” means Rule 144 promulgated under the Securities Act.




     “Rule 144A” means Rule 144A promulgated under the Securities Act.




     “Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule
144A.




     “Rule 904” means Rule 904 promulgated under the Securities Act.



     (b) Other Definitions.



 









 





	 	 	 	 	 
	Term	 	Defined in Section:
	“Agent Members”

	 	 	2.1	(c)
	“Global Note”

	 	 	2.1	(b)
	“IAI Global Note”

	 	 	2.1	(b)
	“Regulation S Global Note”

	 	 	2.1	(b)
	“Rule 144A Global Note”

	 	 	2.1	(b)






     Section 2.1 Form and Dating.



     (a) The Initial Notes issued on the date hereof will be (i) offered and sold by the Issuer to
the Initial Purchasers and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2)
Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and, except as set forth below, IAIs in accordance with Rule 501.



     (b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or
more permanent global Notes in fully registered form (collectively, the “Rule 144A Global
Note”) and Regulation S Notes shall be issued initially in the form of one or more permanent
global Notes in fully registered form (collectively, the “Regulation S Global Note”), in
each case without interest coupons and bearing the Global Notes Legend and the applicable
restricted securities legend set forth in Exhibit A hereto, which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and
authenticated by the Trustee as provided in this Indenture. One or more global Notes in
definitive, fully registered form without interest coupons and bearing the Global Notes Legend and
the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on
the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided
in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent
to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall
not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other
Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule
144A Global Note, the IAI Global Note, the Regulation S Global Note and any global notes in fully
registered form without the Restricted Notes Legend are each referred to herein as a “Global
Note” and are collectively referred to herein as “Global Notes.” The aggregate
principal amount of the Global Notes may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto
as hereinafter provided.



     (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note
deposited with or on behalf of the Depositary.



     The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(c) and
Section 2.2 and pursuant to an Authentication Order, authenticate and deliver initially one or more
Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or
Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by the Depositary or by
the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the
Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its



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Agent Members, the operation of customary practices of such Depositary governing the exercise
of the rights of a holder of a beneficial interest in any Global Note.




     (d) Definitive Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of certificated Notes.



     Section 2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon receipt of an Authentication Order (a) Initial Notes for original issue on the date
hereof in an aggregate principal amount of $250,000,000, (b) subject to the terms of this Indenture
and Additional Notes. Such order shall specify the amount of the Notes to be authenticated, the
date on which the original issue of Notes is to be authenticated and whether the Notes are to be
Initial Notes or Additional Notes.



     Section 2.3 Transfer and Exchange.



     (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to
the Registrar with a request:




     (i) to register the transfer of such Definitive Notes; or




     (ii) to exchange such Definitive Notes for an equal principal amount of Definitive
Notes of other authorized denominations,


the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered
for transfer or exchange:





     (1) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing; and




     (2) in the case of Transfer Restricted Notes, are accompanied by the following
additional information and documents, as applicable:




     (A) if such Definitive Notes are being delivered to the Registrar by a Holder
for registration in the name of such Holder, without transfer, a certification from
such Holder to that effect (in the form set forth on the reverse side of the Initial
Note); or




     (B) if such Definitive Notes are being transferred to the Issuer, a
certification to that effect (in the form set forth on the reverse side of the
Initial Note); or




     (C) if such Definitive Notes are being transferred pursuant to an exemption
from registration in accordance with Rule 144 under the Securities Act or in
reliance upon another exemption from the registration requirements of the Securities
Act, (x) a certification to that effect (in the form set forth on the reverse side
of the Initial Note) and (y) if the Issuer so requests, an opinion of counsel or
other evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend set forth in Section 2.3(e)(i).



     (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global
Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except
upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Issuer and the Registrar, together with:




     (i) certification (in the form set forth on the reverse side of the Initial Note) that
such Definitive Note is being transferred (1) to a QIB in accordance with Rule 144A, (2) to
an IAI that has furnished to the Trustee a signed letter substantially in the form of
Exhibit B or (3) outside the United




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States in an offshore transaction within the meaning of Regulation S and in
compliance with Rule 904 under the Securities Act; and




     (ii) written instructions directing the Trustee to make, or to direct the Custodian to
make, an adjustment on its books and records with respect to such Global Note to reflect an
increase in the aggregate principal amount of the Notes represented by the Global Note, such
instructions to contain information regarding the Depositary account to be credited with
such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the
Custodian to cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Custodian, the aggregate principal amount of Notes
represented by the Global Note to be increased by the aggregate principal amount of the
Definitive Note to be exchanged and shall credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Definitive Note so canceled. If no Global Notes are then
outstanding and the Global Note has not been previously exchanged for certificated
securities pursuant to Section 2.4, the Issuer shall issue and upon receipt of an
Authentication Order the Trustee shall authenticate a new Global Note in the appropriate
principal amount.



     (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global
Notes or beneficial interests therein shall be effected through the Depositary, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited with a beneficial
interest in such Global Note or another Global Note and such account shall be credited in
accordance with such order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the beneficial interest in
the Global Note being transferred. Transfers by an owner of a beneficial interest in the Rule 144A
Global Note or the IAI Global Note to a transferee who takes delivery of such interest through the
Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be
made only upon receipt by the Trustee of a certification in the form provided on the reverse of the
Initial Notes from the transferor to the effect that such transfer is being made in accordance with
Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is
being made prior to the expiration of the Restricted Period, the interest transferred shall be held
immediately thereafter through Euroclear or Clearstream. In the case of a transfer of a beneficial
interest in either the Regulation S Global Note or the Rule 144A Global Note for an interest in the
IAI Global Note, the transferee must furnish a signed letter substantially in the form of
Exhibit B to the Trustee.



     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a corresponding decrease in the
principal amount of Global Note from which such interest is being transferred.



     (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set
forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.



     (iv) [Intentionally omitted.]



     (d) Restrictions on Transfer of Regulation S Global Note. (i) Interests in the
Regulation S Global Note will initially be credited within DTC to Euroclear or Clearstream. During
the Restricted Period, beneficial ownership interests in the Regulation S Global Note may only be
sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable
Procedures and only (1) to the Issuer, (2) so long as such security is eligible for resale pursuant
to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for
its own account or for the account of a QIB to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, (3) in an offshore transaction in accordance with
Regulation S, (4) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities



-4-









 




Act, (5) to an IAI purchasing for its own account, or
for the account of such an IAI, in a minimum principal amount
of Notes of $250,000 or (6) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any state of the
United States. Prior to the expiration of the Restricted Period, transfers by an owner of a
beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such
interest through the Rule 144A Global Note or the IAI Global Note shall be made only in accordance
with Applicable Procedures and upon receipt by the Trustee of a written certification from the
transferor of the beneficial interest in the form provided on the reverse of the Initial Note to
the effect that such transfer is being made to (1) a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A or (2) an IAI purchasing for its own account, or
for the account of such an IAI, in a minimum principal amount of the Notes of $250,000. Such
written certification shall no longer be required after the expiration of the Restricted Period.
In the case of a transfer of a beneficial interest in the Regulation S Global Note for an interest
in the IAI Global Note, the transferee must furnish a signed letter substantially in the form of
Exhibit B to the Trustee.




     (ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the
Regulation S Global Note shall be transferable in accordance with applicable law and the other
terms of this Indenture.



     (e) Legend.



     (i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or
in substitution thereof) shall bear a legend in substantially the following form (each defined term
in the legend being defined as such for purposes of the legend only):




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.




THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF
REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF
THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),(3) OR (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY



-5-









 






DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]




Each Definitive Note shall bear the following additional legend:




IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.




Each Note shall bear the following additional legend:




THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO
MATURITY OF THESE NOTES MAY BE OBTAINED BY WRITING TO THE CHIEF FINANCIAL OFFICER,
NATIONAL MENTOR HOLDINGS, INC., 313 CONGRESS STREET, 6TH FLOOR, BOSTON, MA 02110.



     (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a
Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that
its request for such exchange was made in reliance on Rule 144 (such certification to be in the
form set forth on the reverse of the Initial Note).



     (iii) Upon any sale, transfer or exchange of a Transfer Restricted Note to a non-Affiliate of
the Issuer (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule
144 under the Securities Act at any time after the one year anniversary of the later of the
original issue date thereof and the last date on which the Issuer or any Affiliate of the Issuer
was the owner of such note, the Registrar shall, permit the transferee thereof to exchange such
Transfer Restricted Notes for a Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, or, in the case of a Transfer
Restricted Note represented by a Global Note, upon surrender of such restricted Note by the Holder
thereof, reduce the principal amount of such Global Note by the principal amount of such Transfer
Restricted Note and increase the principal amount of a Global Note without the Restricted
Securities Legend by an equal principal amount, in each case if the transferor thereof certifies in
writing to the Registrar that such sale, transfer or exchange was made in reliance on Rule 144
(such certification to be in the form set forth on the reverse of the Note). With respect to any
Transfer Restricted Note represented by a Global Note, if a Global Note without the Restricted
Securities Legend is not then outstanding, the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Depositary, a Global Note without the Restricted Securities Legend.



     (iv) Applicable Procedures for Delegending. To the extent permitted by law at any
time after the one year anniversary of (A) the date of original issuance of the Notes or (B) if the
Issuer has issued any Additional Notes with the same terms and the same CUSIP number as the Notes
in accordance with Sections 2.01 and 4.09 of the Indenture and with this Appendix A, the
date of original issuance of such Additional Notes, if the Notes are freely tradeable pursuant to
Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no



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conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph
(d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer may, in
its sole discretion:





     (1) instruct the Trustee in writing to remove the Restricted Notes Legend from the
Notes by delivering to the Trustee a certificate in the form of Exhibit D hereto,
and upon such instruction the Restricted Notes Legend shall be deemed removed from any
Global Notes representing such Notes without further action on the part of Holders; and




     (2) instruct DTC to change the CUSIP number for the Notes to the unrestricted CUSIP
number for the Notes.



     In no event will the failure of the Issuer to provide any notice set forth in this paragraph
or of the Trustee to remove the Restricted Notes Legend constitute a failure by the Issuer to
comply with any of its covenants or agreements set forth in the Indenture or otherwise. Any
Transfer Restricted Note (or security issued in exchange or substitution therefor) as to which such
restrictions on transfer shall have expired in accordance with their terms may, upon surrender of
such Transfer Restricted Note for exchange to the Registrar in accordance with the provisions of
Article II and Appendix A of the Indenture, be exchanged for a new Note or Notes, of like
tenor and aggregate principal amount, which shall not bear the Restricted Notes Legend.



     Notwithstanding any provision of this Section 2.3(e)(iv) to the contrary, in the event that
Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the
one-year holding period thereunder (or the corresponding period under any successor rule), (i) each
reference in this Section 2.3(e)(iv) to “one year” and in the Restricted Notes Legend to “ONE YEAR”
shall be deemed for all purposes hereof to be references to such changed period, and (ii) all
corresponding references in the Notes (including the definition of Resale Restriction Termination
Date) and the Restricted Notes Legends thereon shall be deemed for all purposes hereof to be
references to such changed period, provided, that such changes shall not become effective if they
are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal
securities laws. This Section 2.3(e)(iv) shall apply to successive amendments to Rule 144 (or any
successor rule) changing the holding period thereunder.



     (v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note
or Additional Note acquired pursuant to Regulation S, all requirements that such Initial Note or
Additional Note bear the Restricted Notes Legend shall cease to apply and the requirements
requiring any such Initial Note or Additional Note be issued in global form shall continue to
apply.



     (vi) Any Additional Notes sold in a registered offering shall not be required to bear the
Restricted Notes Legend.



     (f) Cancellation or Adjustment of Global Note. At such time as all beneficial
interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed,
repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange
for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of
Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such
Global Note, by the Trustee or the Custodian, to reflect such reduction.



     (g) Obligations with Respect to Transfers and Exchanges of Notes.



     (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.



     (ii) No service charge shall be made for any registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable



-7-









 




in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.07, 2.10,
3.06, 3.09, 4.10, 4.14 and 9.05 of this Indenture).




     (iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the
Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is
registered as the absolute
owner of such Note for the purpose of receiving payment of principal of and interest on such
Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the
Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.



     (iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Notes surrendered upon such transfer or exchange.



     (h) No Obligation of the Trustee.



     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depositary or any other Person with respect to the
accuracy of the records of the Depositary or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption or repurchase) or the payment of any amount, under or with
respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to the registered Holders (which
shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the Depositary subject to the applicable
rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depositary with respect to its members, participants and
any beneficial owners.



     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary participants, members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.



     Section 2.4 Definitive Notes.



     (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes
in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for
such Global Note, only if such transfer complies with Section 2.3 and (i) the Depositary notifies
the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at
any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a
successor depositary is not appointed by the Issuer within 90 days of such notice or after the
Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing
and the Depositary requests the issuance of a Definitive Notes or (iii) the Issuer, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated
Notes under this Indenture.



     (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole
or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to
this Section shall be executed, authenticated and delivered only in denominations of $2,000 and any
integral multiple thereof and registered in such names as the Depositary shall direct. Any
certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange
for an interest in the Global Note shall, except as otherwise provided by Section 2.3(e), bear the
Restricted Notes Legend.



-8-









 





     (c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Note may
grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.



     (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii)
or (iii), the Issuer will promptly make available to the Trustee a reasonable supply of Definitive
Notes in fully registered form without interest coupons.



-9-









 





EXHIBIT A




[FORM OF FACE OF INITIAL NOTE]




[Global Notes Legend]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[Restricted Notes Legend]




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF
THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT
OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF






A-1 









 







COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE
OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A
U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]




Each Definitive Note shall bear the following additional legend:




     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



Each Note shall bear the following additional legend:




     THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THESE
NOTES MAY BE OBTAINED BY WRITING TO THE CHIEF FINANCIAL OFFICER, NATIONAL MENTOR HOLDINGS, INC.,
313 CONGRESS STREET, 6TH FLOOR, BOSTON, MA 02110.



A-2 









 





CUSIP [•]




ISIN [•](1)




[RULE 144A][REGULATION S] [IAI] [GLOBAL] NOTE




12.50% Senior Notes due 2018


No.           Principal amount [$     ]




          as revised by the Schedule




          of Exchanges of Interests




          in the Global Note attached hereto




NATIONAL MENTOR HOLDINGS, INC.



promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule
of Exchanges of Interests in the Global Note attached hereto,] [of          
United States Dollars] on February 15, 2018.



Interest Payment Dates: February 15 and August 15



Record Dates: February 1 and August 1



Additional provisions of this Note are set forth on the other side of this Note.






 




			
	(1)	 	Rule 144A Note CUSIP: 63688R AD9
	 
	 	 	Rule 144A Note ISIN: US63688RAD98
	 
	 	 	Regulation S Note CUSIP: U63660 AB7
	 
	 	 	Regulation S Note ISIN: USU63660AB74
	 
	 	 	IAI Note CUSIP: 63688R AE7
	 
	 	 	IAI Note ISIN: US63688RAE71




IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.



Dated: [•], 20[•]




	 	 	 	 	 
	 	NATIONAL MENTOR HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-3 









 






	 	 	 	 	 


This is one of the Notes referred to in the within-mentioned Indenture:




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-4 









 






	 	 	 	 	 



[Back of Note]




12.50% Senior Notes due 2018




     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     1. INTEREST. National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”),
promises to pay interest on the principal amount of this Note at 12.50% per annum from February 9,
2011[2] until maturity. The Issuer will pay interest, if any, semi-annually in arrears
on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”) and no interest shall accrue
between the 15th and the next Business Day. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that the first Interest Payment Date shall be August 15, 2011. The Issuer will
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the interest rate on the
Notes; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest, if any, (without regard to any applicable
grace periods) from time to time on demand at the interest rate on the Notes. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.



     2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes, if any, to the Persons who
are registered Holders of Notes at the close of business on the February 1 or August 1 (whether or
not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of
Holders, provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and premium, if any, on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the
Paying Agent. Such payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.



     3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying
Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in
any such capacity.



     4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of February 9, 2011
(the “Indenture”), among National Mentor Holdings, Inc., the Guarantors named therein and
the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its
12.50% Senior Notes due 2018. The Issuer shall be entitled to issue Additional Notes pursuant to
Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the
Indenture and any made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”) (to the extent applicable). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.



     5. OPTIONAL REDEMPTION.





 




			
	2 	 	With respect to the Initial Notes.




A-5 









 










     (a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be
redeemable at the Issuer’s option before February 15, 2014.



     (b) At any time prior to February 15, 2014, the Issuer may redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the
registered address of each Holder, at a redemption price equal to 100% of the principal amount of
the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to
the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date.



     (c) At any time until February 15, 2014, the Issuer may, at its option, redeem up to 35% of
the aggregate principal amount of Notes issued by it at a redemption price equal to 112.50% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, with the net cash
proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate
principal amount of Notes originally issued under the Indenture and any Additional Notes that are
Notes issued under the Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering.



     (d) At any time on and after February 15, 2014, the Issuer may redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage
prepaid, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the
security register, at the redemption prices (expressed as percentages of principal amount of the
Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant
Record Date to receive interest due on the relevant interest Payment Date, if redeemed during the
twelve-month period beginning on February 15 of each of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2014 
	 	 	106.250	%
	2015 
	 	 	103.125	%
	2016 and thereafter 
	 	 	100.000	%






     (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.



     (f) Any notice of redemption may be given prior to the completion of any event or transaction
related to such redemption, and any such redemption or notice may, at the Issuer’s discretion, be
subject to one or more conditions precedent, including, without limitation, in the case of any
Equity Offering, completion of such Equity Offering.



     6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.



     7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date
(except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder
are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.





A-6 









 




     8 OFFERS TO REPURCHASE.


     (a) Subject to the terms of the Indenture, upon the occurrence of a Change of Control, the
Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all
or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of
Control Offer shall be made in accordance with Section 4.14 of the Indenture.



     (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10
Business Days of each date that Excess Proceeds exceed $20.0 million, the Issuer shall commence, an
offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari
passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu
Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes
(including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out
of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the extent that the
aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any
remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in
the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness
surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata
basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness
tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset
Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the
Notes.



     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $2,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed.



     10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.



     11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be
amended or supplemented as provided in the Indenture.



     12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may declare the
principal, premium, if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of
the Notes notice of any continuing Default (except a Default relating to the payment of principal,
premium, if any, or interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its
consequences under the Indenture except a continuing Default in payment of the principal of,
premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and
each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with
the Indenture, and the Issuer is required within five (5)



A-7 









 




Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto.




     13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.



     14. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE NOTES AND THE GUARANTEES.



     15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     16. SUCCESSOR ENTITY. When a successor entity assumes, in accordance with the Indenture, all
the obligations of its predecessor under the Notes and the Indenture, and immediately before and
thereafter no Default or Event of Default exists and all other conditions of the Indenture are
satisfied, the predecessor entity will be released from those obligations.



     The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Issuer at the following address:



National Mentor Holdings, Inc.

313 Congress, Street, 6th Floor

Boston, MA 02210

Fax No.: (617) 790-4271

Attention: General Counsel




A-8 









 





ASSIGNMENT FORM




     To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to:




(Insert assignee’s legal name)




(Insert assignee’s soc. sec. or tax I.D. no.)



(Print or type assignee’s name, address and zip code)


and irrevocably appoint



to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



Date:




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as you name appears on the face of this Note) 	 
	 	 	 	 
	 


Signature Guarantee*:                                                             






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).






A-9 











 






CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OF TRANSFER RESTRICTED NOTES




	 	 	 	 	 

	 	 	This certificate relates to $       principal amount of Notes held
in (check applicable space)      book-entry or      definitive form by the undersigned.
	 
	 	 	 	 
	 	 	The undersigned (check one box below):
	 
	 	 	 	 
	o	 	has requested the Trustee by written order to deliver in exchange for its beneficial
interest in the Global Note held by the Depositary a Note or Notes in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial
interest in such Global Note (or the portion thereof indicated above);
	 
	 	 	 	 
	o	 	bas requested the Trustee by written order to exchange or register the transfer of a Note or
Notes.
	 
	 	 	 	 
	 	 	In connection with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the Securities Act,
the undersigned confirms that such Notes are being transferred in accordance with its terms:
	 
	 	 	 	 
	 	 	CHECK ONE BOX BELOW
	 
	 	 	 	 
	(1)

	 	o
	 	to the Issuer; or
	 
	 	 	 	 
	(2)

	 	o
	 	to the Registrar for registration in the name of the Holder, without transfer; or
	 
	 	 	 	 
	(3)

	 	o
	 	pursuant to an effective registration statement under the Securities Act of 1933; or
	 
	 	 	 	 
	(4)

	 	o
	 	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made in
reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or
	 
	 	 	 	 
	(5)

	 	o
	 	outside the United States in an offshore transaction within the meaning of Regulation S under
the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note
shall be held immediately after the transfer through Euroclear or Clearstream until the
expiration of the Restricted Period (as defined in the Indenture); or
	 
	 	 	 	 
	(6)

	 	o
	 	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
	 
	 	 	 	 
	(7)

	 	o
	 	pursuant to another available exemption from registration provided by Rule 144 under the
Securities Act of 1933.





Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced
by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other
information as the Issuer has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.




	 	 	 

	 

	 	 
	 

	 	Your Signature






A-10









 






	 	 	 

	Signature Guarantee:
	 	 
	 
	 	 
	Date:
	 	 
	 

	 	 
	Signature must be guaranteed
by a participant in a
recognized signature
guaranty medallion
program or other
signature guarantor
acceptable to the Trustee

	 	Signature of Signature
Guarantee





TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 

	Dated:
	 	 
	 

	 	 
	 

	 	NOTICE: To be executed by an executive officer






A-11









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or
4.14 of the Indenture, check the appropriate box below:



o Section 4.10            o Section 4.14



     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:



$ 



Date:                     




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as your name appears on 
	 	 	the face of this Note)   
	 



	 	 	 	 	 
	 	 	 
	 	Tax Identification No.: 	
 	 
	 	 	 	 
	 	 	 	 
	 



Signature Guarantee*:             
                 
           






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-12









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*





     The initial outstanding principal amount of this Global Note is $          . The following exchanges of
a part of this Global Note for an interest in another Global Note or for a Definitive Note, or
exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have
been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	 
	 	 	 	 	 	 	this Global Note	 	Signature of
	 	 	 	 	Amount of increase	 	following such	 	authorized officer
	 	 	Amount of decrease	 	in Principal Amount	 	decrease or	 	of Trustee or
	Date of Exchange	 	in Principal Amount	 	of this Global Note	 	increase	 	Custodian
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.





A-13









 





EXHIBIT B




[FORM OF

TRANSFEREE LETTER OF REPRESENTATION]




National Mentor Holdings, Inc.

313 Congress Sheet, 6th Floor

Boston, MA 02210

Fax No.: (617) 790-4271

Attention: General Counsel




In care of

Wells Fargo Bank, National Association

MAC N9311-110

625 Marquette Ave.

Minneapolis, MN 55479

Fax No.: (612) 667-2160

Attention: National Mentor Administrator




Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[ ] principal amount of the 12.50%
Senior Notes due 2018 (the “Notes”) of National Mentor Holdings, Inc. (the
“Issuer”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:



Name:




Address:




Taxpayer ID Number:




     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(l ), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Securities, and we are acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase securities similar to
the Notes in the normal course of our business. We, and any accounts for which we are acting, are
each able to bear the economic risk of our or its investment.



     2. We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner
of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only
(a) to the Issuer, (b) pursuant to a registration statement that has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for
the account of a QIB and to whom notice is given that the transfer is being made in reliance on
Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning
of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3)



B-1









 




or (7) under the Securities Act that is purchasing for its own
account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000, or (t)
pursuant to any other available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times within our or their
control and in compliance with any applicable state securities laws. The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (d), (e)
or (f) above to require the delivery of an opinion of counsel, certifications or other information
satisfactory to the Issuer and the Trustee.



TRANSFEREE: ,



by:









B-2









 








EXHIBIT C




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     Supplemental Indenture (this “Supplemental Indenture”), dated as of
        , among          (the “Guaranteeing Subsidiary”), a subsidiary of National Mentor
Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National
Association, as trustee (the “Trustee”).



WITNESSETH



     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 February 9, 2011, providing for the issuance of an unlimited aggregate principal amount of
12.50% Senior Notes due 2018 (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 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 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



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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.



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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.




	 	 	 	 	 
	 	[GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT D




[FORM OF LEGEND REMOVAL CERTIFICATE]




Wells Fargo Bank, National Association, as trustee

MAC N9311-110

625 Marquette Avenue

Minneapolis, MN 55479

Attn: National Mentor Administrator




	 	 	 	 	 

	 

	 	Re:
	 	National Mentor Holdings, Inc.
	 

	 	 	 	12.50% Senior Notes dues 2018
	 

	 	 	 	Restricted CUSIP: [_________]
	 

	 	 	 	Unrestricted CUSIP: [_________]






Ladies and Gentlemen:




     The 12.50% Senior Notes dues 2018 (the “Notes”) of National Mentor Holdings, Inc. (the
“Issuer”) [will be][have become] freely tradable without restrictions by non-affiliates of
the Issuer on [_____], 20[__] pursuant to Rule 144 under the Securities Act of 1933, as amended, in
accordance with Section 2.3(e)(iv) of Appendix A of the Indenture, dated as of February 9, 2011
(the “Indenture”), between the Issuer, the guarantors party thereto and Wells Fargo Bank,
National Association, as Trustee (the “Trustee”), pursuant to which the Notes were issued.
In connection therewith, the Issuer hereby instructs you that:



     (i) the restrictive legend on the Notes specified in Section 2.3(e) of Appendix A to the
Indenture and set forth on the Notes shall be deemed to have been removed from the Global Note(s)
on [_____], 20[__], as provided in the Indenture, without further action on the part of Holders;
and



     (ii) the restricted CUSIP number for the Notes shall be deemed to have been removed from the
Global Note(s) and replaced with the unrestricted CUSIP number set forth therein on [_____],
20[__], as provided in the Indenture, without further action on the part of Holders.



     Capitalized terms used but not defined herein shall have the meanings set forth in the
Indenture.





	 	 	 	 	 
	 	Very truly yours,



National Mentor Holdings, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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