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Liberty Homes Inc.

Purchase & Sale

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$43	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #1685436: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 1685436	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, INC. MENTOR MARYLAND, INC. Purchase Agreement Signature Page REM, INC. _____________ LIBERTY HOMES, INC – company) 9. CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation) 10. ILLINOIS MENTOR, INC. (Illinois corporation) 11. REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation) 12. MASSACHUSETTS MENTOR, INC. (Massachusetts corporation) 13. LLOYDS LIBERTY HOMES, INC . (California corporation) 14. UNLIMITED QUEST, INC. (California corporation) 15. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation) 16. HORRIGAN COLE ENTERPRISES, INC. (California corporation) 17. OHIO MENTOR, INC. (Ohio _____________ dt 1663021 ; National Mentor Holdings National Mentor Holdings, Inc. ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – 1_1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES _____________ BANC OF AMERICA SECURITIES LLC – due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, _____________ Banc of America Securities LLC – World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell _____________ Banc of America Securities LLC – The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC , J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A _____________ Banc of America Securities LLC – or omissions from the Offering Memorandum made in 3 reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting _____________ dt 1688023 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Purchase Agreement: CIBC World Markets Corp. – 150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of _____________ CIBC WORLD MARKETS CORP. – J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., _____________ CIBC World Markets Corp. – Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9- _____________ CIBC WORLD MARKETS CORP. – Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be _____________ CIBC World Markets Corp. – Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc. $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE COMPANY 1. NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation) 2. NATIONAL MENTOR, LLC (Delaware _____________ dt 1646578 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Purchase Agreement: J.P. Morgan Securities Inc – Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc . UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. _____________ J.P. MORGAN SECURITIES INC – October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 _____________ J.P. Morgan Securities Inc – Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc ., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000, _____________ J.P. MORGAN SECURITIES INC – W. Gillespie Title: Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers _____________ J.P. Morgan Securities Inc – Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc . $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE _____________ dt 1677685 ; More...
$38	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #1789275: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 1789275	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, INC. MENTOR MARYLAND, INC. Purchase Agreement Signature Page REM, INC. _____________ LIBERTY HOMES, INC – company) 9. CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation) 10. ILLINOIS MENTOR, INC. (Illinois corporation) 11. REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation) 12. MASSACHUSETTS MENTOR, INC. (Massachusetts corporation) 13. LLOYDS LIBERTY HOMES, INC . (California corporation) 14. UNLIMITED QUEST, INC. (California corporation) 15. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation) 16. HORRIGAN COLE ENTERPRISES, INC. (California corporation) 17. OHIO MENTOR, INC. (Ohio _____________ dt 1598159 ; Illinois Mentor Illinois Mentor, Inc. ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – 1_1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES _____________ BANC OF AMERICA SECURITIES LLC – due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, _____________ Banc of America Securities LLC – World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell _____________ Banc of America Securities LLC – The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC , J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A _____________ Banc of America Securities LLC – or omissions from the Offering Memorandum made in 3 reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting _____________ dt 1570570 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Purchase Agreement: CIBC World Markets Corp. – 150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of _____________ CIBC WORLD MARKETS CORP. – J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., _____________ CIBC World Markets Corp. – Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9- _____________ CIBC WORLD MARKETS CORP. – Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be _____________ CIBC World Markets Corp. – Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc. $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE COMPANY 1. NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation) 2. NATIONAL MENTOR, LLC (Delaware _____________ dt 1570006 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Purchase Agreement: J.P. Morgan Securities Inc – Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc . UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. _____________ J.P. MORGAN SECURITIES INC – October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 _____________ J.P. Morgan Securities Inc – Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc ., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000, _____________ J.P. MORGAN SECURITIES INC – W. Gillespie Title: Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers _____________ J.P. Morgan Securities Inc – Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc . $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE _____________ dt 1618931 ; More...
$62	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #2151456: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 2151456	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, INC. MENTOR MARYLAND, INC. Purchase Agreement Signature Page REM, INC. _____________ LIBERTY HOMES, INC – company) 9. CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation) 10. ILLINOIS MENTOR, INC. (Illinois corporation) 11. REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation) 12. MASSACHUSETTS MENTOR, INC. (Massachusetts corporation) 13. LLOYDS LIBERTY HOMES, INC . (California corporation) 14. UNLIMITED QUEST, INC. (California corporation) 15. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation) 16. HORRIGAN COLE ENTERPRISES, INC. (California corporation) 17. OHIO MENTOR, INC. (Ohio _____________ dt 1598160 ; Ohio Mentor, Inc. Ohio Mentor, Inc. ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – 1_1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES _____________ BANC OF AMERICA SECURITIES LLC – due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, _____________ Banc of America Securities LLC – World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell _____________ Banc of America Securities LLC – The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC , J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A _____________ Banc of America Securities LLC – or omissions from the Offering Memorandum made in 3 reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting _____________ dt 1571604 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Purchase Agreement: CIBC World Markets Corp. – 150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of _____________ CIBC WORLD MARKETS CORP. – J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., _____________ CIBC World Markets Corp. – Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9- _____________ CIBC WORLD MARKETS CORP. – Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be _____________ CIBC World Markets Corp. – Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc. $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE COMPANY 1. NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation) 2. NATIONAL MENTOR, LLC (Delaware _____________ dt 1570138 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Purchase Agreement: J.P. Morgan Securities Inc – Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc . UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. _____________ J.P. MORGAN SECURITIES INC – October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 _____________ J.P. Morgan Securities Inc – Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc ., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000, _____________ J.P. MORGAN SECURITIES INC – W. Gillespie Title: Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers _____________ J.P. Morgan Securities Inc – Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc . $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE _____________ dt 1497334 ; More...
$44	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #2594629: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 2594629	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, INC. MENTOR MARYLAND, INC. Purchase Agreement Signature Page REM, INC. _____________ LIBERTY HOMES, INC – company) 9. CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation) 10. ILLINOIS MENTOR, INC. (Illinois corporation) 11. REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation) 12. MASSACHUSETTS MENTOR, INC. (Massachusetts corporation) 13. LLOYDS LIBERTY HOMES, INC . (California corporation) 14. UNLIMITED QUEST, INC. (California corporation) 15. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation) 16. HORRIGAN COLE ENTERPRISES, INC. (California corporation) 17. OHIO MENTOR, INC. (Ohio _____________ dt 1663152 ; REM Consulting of Ohio REM Consulting of Ohio, Inc. ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – 1_1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES _____________ BANC OF AMERICA SECURITIES LLC – due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, _____________ Banc of America Securities LLC – World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell _____________ Banc of America Securities LLC – The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC , J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A _____________ Banc of America Securities LLC – or omissions from the Offering Memorandum made in 3 reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting _____________ dt 1688929 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Purchase Agreement: CIBC World Markets Corp. – 150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of _____________ CIBC WORLD MARKETS CORP. – J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., _____________ CIBC World Markets Corp. – Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9- _____________ CIBC WORLD MARKETS CORP. – Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be _____________ CIBC World Markets Corp. – Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc. $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE COMPANY 1. NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation) 2. NATIONAL MENTOR, LLC (Delaware _____________ dt 1646683 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Purchase Agreement: J.P. Morgan Securities Inc – Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc . UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. _____________ J.P. MORGAN SECURITIES INC – October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 _____________ J.P. Morgan Securities Inc – Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc ., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000, _____________ J.P. MORGAN SECURITIES INC – W. Gillespie Title: Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers _____________ J.P. Morgan Securities Inc – Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc . $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE _____________ dt 1620141 ; More...
$59	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #2594860: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 2594860	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, INC. MENTOR MARYLAND, INC. Purchase Agreement Signature Page REM, INC. _____________ LIBERTY HOMES, INC – company) 9. CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation) 10. ILLINOIS MENTOR, INC. (Illinois corporation) 11. REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation) 12. MASSACHUSETTS MENTOR, INC. (Massachusetts corporation) 13. LLOYDS LIBERTY HOMES, INC . (California corporation) 14. UNLIMITED QUEST, INC. (California corporation) 15. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation) 16. HORRIGAN COLE ENTERPRISES, INC. (California corporation) 17. OHIO MENTOR, INC. (Ohio _____________ dt 1663157 ; REM Consulting & Services REM Consulting & Services, Inc. ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – 1_1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES _____________ BANC OF AMERICA SECURITIES LLC – due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, _____________ Banc of America Securities LLC – World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell _____________ Banc of America Securities LLC – The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC , J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A _____________ Banc of America Securities LLC – or omissions from the Offering Memorandum made in 3 reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting _____________ dt 1688931 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Purchase Agreement: CIBC World Markets Corp. – 150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of _____________ CIBC WORLD MARKETS CORP. – J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., _____________ CIBC World Markets Corp. – Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9- _____________ CIBC WORLD MARKETS CORP. – Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be _____________ CIBC World Markets Corp. – Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc. $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE COMPANY 1. NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation) 2. NATIONAL MENTOR, LLC (Delaware _____________ dt 1646685 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Purchase Agreement: J.P. Morgan Securities Inc – Exhibit 1.1 EXECUTION COPY National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc . UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. _____________ J.P. MORGAN SECURITIES INC – October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 _____________ J.P. Morgan Securities Inc – Tryon Street, 17th Floor Charlotte, NC 28255 Ladies and Gentlemen: Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc ., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000, _____________ J.P. MORGAN SECURITIES INC – W. Gillespie Title: Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC . UBS SECURITIES LLC CIBC WORLD MARKETS CORP. By: BANC OF AMERICA SECURITIES LLC By: /s/ Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers _____________ J.P. Morgan Securities Inc – Mark Liggitt Name: Mark Liggitt Title: Vice President SCHEDULE A INITIAL PURCHASERS Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 56,250,000 J.P. Morgan Securities Inc . $ 56,250,000 UBS Securities LLC $ 22,500,000 CIBC World Markets Corp. $ 15,000,000 Total $ 150,000,000 A-1 SCHEDULE B SUBSIDIARIES AND GUARANTORS OF THE _____________ dt 1620145 ; More...
$49	Preview Full Doc	2005	Purchase Agreement Purchase Agreement (108K) Doc #2595093: Click preview link for longer preview. National MENTOR, Inc. $150,000,000 9-5/8% Senior Subordinated Notes due 2012 Purchase Agreement dated October 27, 2004 Banc of America Securities LLC J.P. Morgan Securities Inc. UBS Securities LLC CIBC World Markets Corp. PURCHASE AGREEMENT October 27, 2004 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC CIBC WORLD MARKETS CORP. As Initial Purchasers c/o Banc of America Securities LLC The Hearst Building 214 . . . 2595093	Liberty Homes Liberty Homes Inc. ( Construction ) As referenced in this Purchase Agreement: LIBERTY HOMES, INC – MENTOR SERVICES, INC. MENTOR MANAGEMENT, INC. NATIONAL MENTOR HEALTHCARE, LLC CAROLINA BEHAVIORAL SERVICES, LLC CENTER FOR COMPREHENSIVE SERVICES, INC. ILLINOIS MENTOR, INC. REHABILITATION ACHIEVEMENT CENTER, INC. MASSACHUSETTS MENTOR, INC. LLOYDS LIBERTY HOMES, INC . UNLIMITED QUEST, INC. FIRST STEP INDEPENDENT LIVING PROGRAM, INC. HORRIGAN COLE ENTERPRISES, INC. OHIO MENTOR, INC. SOUTH CAROLINA MENTOR, I