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Term Loan Agreement

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Title:

Term Loan Agreement

Entities:

Magellan Health Services, Inc.; Mentor Maryland, Inc.; U.S. Bank, NA; Bank of America, NA

Date:

2005

Size:

268KB total

Price:

$78

ID:

#2598482

► Loans ► Loan Agreements ► Term Loan Agreements
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$8,000,000

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.

TABLE OF CONTENTS

Section

ARTICLE I.		DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms
1.02	Other Interpretive Provisions
1.03	Accounting Terms
1.04	Rounding
1.05	Times of Day
ARTICLE II.		THE COMMITMENT AND CREDIT EXTENSIONS
2.01	Loans
2.02	Borrowings, Conversions and Continuations of Loans
2.03	Prepayments
2.04	Termination or Reduction of Commitment
2.05	Repayment of Loans
2.06	Interest
2.07	Fees
2.08	Computation of Interest and Fees
2.09	Evidence of Debt
2.10	Payments Generally
2.11	Borrowing Agent
2.12	Increase in Commitments
2.13	Designated Borrowers
ARTICLE III.		TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes
3.02	Illegality
3.03	Inability to Determine LIBOR Monthly Floating Rate
3.04	Increased Costs
3.05	Mitigation Obligations
3.06	Survival
ARTICLE IV.		CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Loan
4.02	Conditions to all Loans

ARTICLE V.		REPRESENTATIONS AND WARRANTIES
5.01	Financial Condition
5.02	No Change
5.03	Existence; Compliance with Law
5.04	Power; Authorization; Enforceable Obligations
5.05	No Legal Bar
5.06	Litigation
5.07	No Default
5.08	Ownership of Property; Liens
5.09	Licenses, Intellectual Property
5.10	Taxes
5.11	Federal Regulations
5.12	Labor Matters
5.13	ERISA
5.14	Investment Company Act; Other Regulations
5.15	Subsidiaries
5.16	Use of Proceeds
5.17	Environmental Matters
5.18	Accuracy of Information, etc
5.19	Mortgages
5.20	Solvency
5.21	Senior Indebtedness
5.22	Regulation H
ARTICLE VI.		AFFIRMATIVE COVENANTS
6.01	Financial Statements
6.02	Certificates; Other Information
6.03	Payment of Obligations
6.04	Maintenance of Existence; Compliance
6.05	Maintenance of Property; Insurance
6.06	Inspection of Property; Books and Records; Discussions
6.07	Notices
6.08	Environmental Laws

6.09	Additional Mortgages, etc
ARTICLE VII.		NEGATIVE COVENANTS
7.01	Financial Condition Covenants
7.02	Indebtedness
7.03	Liens
7.04	Fundamental Changes
7.05	Disposition of Property
7.06	Restricted Payments
7.07	Capital Expenditures
7.08	Investments
7.09	Optional Payments and Modifications of Certain Debt Instruments
7.10	Transactions with Affiliates
7.11	Sales and Leasebacks
7.12	Swap Agreements
7.13	Changes in Fiscal Periods
7.14	Negative Pledge Clauses
7.15	Clauses Restricting Subsidiary Distributions
7.16	Lines of Business
7.17	Insurance Subsidiary Investments
7.18	Insurance Subsidiary
7.19	Foreign Subsidiaries
ARTICLE VIII.		EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default
8.02	Application of Funds
ARTICLE IX.		GUARANTY
9.01	Guaranty
9.02	Payment
9.03	Absolute Rights and Obligations
9.04	Waiver of Notice; Subrogation
ARTICLE X.		MISCELLANEOUS
10.01	Amendments; Etc