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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
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
;
BofA Securities
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
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
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... |
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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
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
;
BofA Securities
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
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
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... |
| 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
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
;
BofA Securities
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
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
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
;
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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
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
;
BofA Securities
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
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
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... |
| 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
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
;
BofA Securities
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
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
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... |
| 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
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 |