Exhibit 4.1
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “
Supplemental Indenture ”), dated as of June 8,
2009, among National Mentor Holdings, Inc., a Delaware
corporation (the “ Issuer ”), Institute for
Family Centered Services, Inc., a Virginia corporation (the
“ Guaranteeing Subsidiary ”) and a subsidiary of
the Issuer, and U.S. Bank National Association, as trustee (the
“ Trustee ”).
W I T N E S S E T H
WHEREAS, each of the Issuer and the
Guarantors (as defined in the Indenture referred to below) has
heretofore executed and delivered to the Trustee an indenture (the
“ Indenture ”), dated as of June 29, 2006,
providing for the issuance of an unlimited aggregate principal
amount of 11¼% Senior Subordinated Notes due 2014 (the
“ Notes ”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuer’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein and
under the Indenture (the “ Guarantee ”);
and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:
(1)
Capitalized Terms . Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture.
(2)
Agreement to be Bound . The Guarantor hereby becomes a
party to the Indenture as a Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements
of a Guarantor under the Indenture. The Guarantor agrees to
be bound by all of the provisions of the Indenture applicable to a
Guarantor and to perform all of the obligations and
agreement
