Rem Consulting of Ohio, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • New York

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

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CREDIT AGREEMENT among NMH HOLDINGS, LLC, NATIONAL MENTOR HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 29, 2006 J.P. MORGAN SECURITIES INC....
Credit Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • New York

CREDIT AGREEMENT dated as of June 29, 2006, among NMH Holdings, LLC, a Delaware limited liability company (“Holdings”), National MENTOR Holdings, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.

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REM HEALTH OF NEBRASKA, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of March, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”) Inc.”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Manager,” and collectively, the “Managers”), and REM HEALTH OF NEBRASKA, LLC, a Delaware limited liability company (the “Company”).

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REM COMMUNITY PAYROLL SERVICES, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Minnesota

This MEMBER CONTROL AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Governor,” and collectively, the “Board of Governors”), and REM COMMUNITY PAYROLL SERVICES, LLC, a Minnesota limited liability company (the “Company”).

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TERM LOAN AGREEMENT Dated as of May 20, 2005 among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC., CERTAIN SUBSIDIARIES THEREOF and BANK OF AMERICA, N.A.
Term Loan Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of May 20, 2005, among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC. (“REM Arrowhead”), REM CONNECTICUT COMMUNITY SERVICES, INC. (“REM Connecticut”), REM INDIANA, INC. (“REM Indiana”), REM NORTH DAKOTA, INC. (“REM North Dakota”), REM WISCONSIN, INC. (“REM Wisconsin I”), REM WISCONSIN II, INC. (“REM Wisconsin II”), REM WISCONSIN III, INC. (“REM Wisconsin III”), and certain other wholly-owned subsidiaries of Holdings and Mentor parties hereto from time to time as Designated Borrowers (together with REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, REM Wisconsin II and REM Wisconsin III, collectively, the “Borrowers”) and BANK OF AMERICA, N.A. (the “Lender”).

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SEVERANCE AND NONCOMPETITION AGREEMENT
Severance and Noncompetition Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

This SEVERANCE AND NONCOMPETITION AGREEMENT (“Agreement”), dated as of [DATE], is entered into by and between National Mentor Holdings, Inc., a Delaware corporation, (the “Company”), and [NAME] (“Executive”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9, 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Donald Monack (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9 , 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Elizabeth V. Hopper (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of September 30, 2005 by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“Employer”), and Elizabeth V. Hopper (“Executive”).

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MANAGEMENT AGREEMENT
Management Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • New York

This Agreement is made as of this 29th day of June, 2006, among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“NMI”), NMH Investment, LLC, a Delaware limited liability company (“Investment”), NMH Holdings, LLC, a Delaware a limited liability company (“Holdings”) and Vestar Capital Partners, a Delaware limited partnership (“Vestar”).

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AMENDMENT NO. 1 TO TERM LOAN AGREEMENT AND JOINDER AGREEMENT
Term Loan Agreement and Joinder Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

THIS AMENDMENT NO. 1 TO TERM LOAN AGREEMENT AND JOINDER AGREEMENT (this “Amendment”), dated as of June 29, 2006, is among NMH HOLDINGS, LLC, a Delaware limited liability company (“New Holdings”), NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC. (“REM Arrowhead”), REM CONNECTICUT COMMUNITY SERVICES, INC. (“REM Connecticut”), REM INDIANA, INC. (“REM Indiana”), REM NORTH DAKOTA, INC. (“REM North Dakota”), REM WISCONSIN, INC. (“REM Wisconsin 1”), REM WISCONSIN II, INC. (“REM Wisconsin II”), REM WISCONSIN III, INC. (together with REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, and REM Wisconsin II, collectively, the “Existing Borrowers” and, together with Holdings and Mentor, collectively, the “Existing Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Edward Murphy)
Employment Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of June 29, 2006 by and between Edward Murphy (“Officer”), and National Mentor Holdings Inc., a Delaware corporation (“Employer”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Gregory Torres)
Employment Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Massachusetts

THIS AGREEMENT (this “Agreement”), is made as of June 29, 2006, by and between National Mentor Holdings, Inc. (the “Company”), and Gregory Torres (“Employee”).

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AGREEMENT AND PLAN OF MERGER dated as of MARCH 22, 2006 by and among NATIONAL MENTOR HOLDINGS, INC., NMH HOLDINGS, LLC and NMH MERGERSUB, INC.
Agreement and Plan of Merger • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 22, 2006 (this “Agreement”) is made by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), NMH Holdings, LLC, a Delaware limited liability company (“Purchaser”), and NMH Mergersub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“PurchaserSub”). Certain capitalized terms used herein have the meanings set forth in ARTICLE 9.

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LIMITED LIABILITY COMPANY AGREEMENT OF NATIONAL MENTOR HOLDINGS, LLC
Limited Liability Company Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Delaware

This Limited Liability Company Agreement, dated as of June 29, 2006 (this “Agreement”), of National Mentor Holdings, LLC is entered into by its sole member, National MENTOR Holdings, Inc. (the “Member”).

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