SEVENTHSUPPLEMENTAL INDENTURE

 

 

 

 

THIS SEVENTH SUPPLEMENTAL INDENTURE dated as of May 23, 2008 among CRC Health Corporation, a Delaware corporation (the "Company"), the Guarantors, CRC Wisconsin RD, LLC, a Wisconsin limited liability company (the "New Guarantor") and U.S. Bank National Association, as trustee (the "Trustee").

 

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture dated as of February 6, 2006 (the "Indenture"), providing for the issuance of $200 million aggregate principal amount of the Company's 10.75% Senior Subordinated Notes due 2016 (the "Notes"), as supplemented by the First Supplemental Indenture, dated as of July 7, 2006 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of September 28, 2006 (the "Second Supplemental Indenture"), the Third Supplemental Indenture, dated as of October 24, 2006 (the "Third Supplemental Indenture"), the Fourth Supplemental Indenture, dated as of November 17, 2006 (the "Fourth Supplemental Indenture"), the Fifth Supplemental Indenture, dated as of April 27, 2007 (the "Fifth Supplemental Indenture"), and the Sixth Supplemental Indenture, dated as of July 26, 2007 (the "Sixth Supplemental Indenture");

 

WHEREAS, the Company and the Guarantors propose to further amend and supplement the Indenture to join the New Guarantor, an indirect subsidiary of the Company, as a party to the Indenture, as a Guarantor thereunder;

 

WHEREAS, pursuant to Section 8.01 of the Indenture, the Company and the Trustee may amend, waive or supplement the Indenture, the Notes or the Guarantees without the consent of any Holders to make any change that would provide additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;

 

WHEREAS, the Company, each Guarantor and the New Guarantor have been authorized by their respective board of directors, managers, members, partners, or general partners, as applicable, to enter into this Seventh Supplemental Indenture;

 

WHEREAS, all other acts and proceedings required by law, by the Indenture and by the respective certificates of incorporation, certificates of formation, limited liability company agreements, partnership agreements, limited partnership agreements, by-laws and other organizational documents of the Company, each Guarantor and the New Guarantor to make this Seventh Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly performed;

 

WHEREAS, pursuant to Section 8.06 of the Indenture, the Trustee is authorized to execute and deliver this Seventh Supplemental Indenture;

 

WHEREAS, the Company hereby requests that the Trustee execute and deliver this Seventh Supplemental Indenture;

 

NOW, THEREFORE, for in consideration of the premises herein contained and in order to effect the proposed amendment to join the New Guarantor to the Indenture pursuant to Section

 

8.01 of the Indenture, the Company, the New Guarantor and the Guarantors agree with the Trustee as follows:

 

ARTICLE I

 

 

 

1.1           Amendment of Indenture.  As of the date hereof, this Seventh Supplemental Indenture amends the Indenture by joining the New Guarantor as a party to the Indenture, as a Guarantor thereunder.

 

1.2           Execution and Delivery of Note Guarantee.  Upon the effectiveness of this Seventh Supplemental Indenture, the New Guarantor agrees that a notation of its Guarantee substantially in the form attached as Exhibit G to the Indenture, will be endorsed by a duly authorized officer of the New Guarantor on each Note authenticated and delivered by the Trustee under the Indenture.

 

ARTICLE II

 

 

 

2.1           Instruments to be Read Together.  This Seventh Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and this Seventh Supplemental Indenture shall henceforth be read together.

 

2.2           Confirmation.  The Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and further amended and supplemented by this Seventh Supplemental Indenture is in all respects confirmed and preserved.

 

2.3           Terms Defined.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.4           Counterparts.  This Seventh Supplemental Indenture may be signed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

2.5           Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

 

2.6           Effectiveness.  The provisions of this Seventh Supplemental Indenture will take effect immediately upon execution thereof by the parties hereto.

 

2.7           Trust Indenture Act Controls.  If any provision of this Seventh Supplemental Indenture limits, qualifies or conflicts with another provision that is required by or deemed to be

 

 included in this Seventh Supplemental Indenture by the Trust Indenture Act, the required or incorporated provision shall control.

 

2.8           Governing Law.  THIS SEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.

 

2.9           Trustee.  The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture.  The recitals and statements herein are deemed to be those of the Company, the Guarantors and the New Guarantor and not of the Trustee.

 

IN WITNESS WHEREOF, the undersigned have executed this Seventh Supplemental Indenture this 23rd day of May, 2008.

 

	CRC HEALTH CORPORATION
	By:	_____________________________
		Name:	Kevin Hogge
		Title:	Chief Financial Officer

 

CORPORATE SUBSIDIARIES:

	4therapy.com NETWORK
	ADVANCED TREATMENT SYSTEMS, INC.
	ATS OF CECIL COUNTY, INC.
	ATS OF DELAWARE, INC.
	ATS OF NORTH CAROLINA, INC.
	BATON ROUGE TREATMENT CENTER,
	INC.
	BAYSIDE MARIN, INC.
	BECKLEY TREATMENT CENTER, INC.
	BGI OF BRANDYWINE, INC.
	BOWLING GREEN INN OF PENSACOLA,
	INC.
	BOWLING GREEN INN OF SOUTH
	DAKOTA, INC.
	CAPS OF VIRGINIA, INC.
	CARTERSVILLE CENTER, INC.
	CHARLESTON TREATMENT CENTER
	INC.
	CLARKSBURG TREATMENT CENTER,
	INC.
	COMPREHENSIVE ADDICTION
	PROGRAMS, INC.
	CORAL HEALTH SERVICES, INC.
	CRC ED TREATMENT, INC.
	CRC HEALTH OREGON, INC.
	CRC HEALTH TENNESSEE, INC.
	CRC HEALTH MANAGEMENT, INC.
	CRC WEIGHT MANAGEMENT, INC.
	CRC CALIFORNIA RD, INC.
	EAST INDIANA TREATMENT CENTER,
	INC.
	EVANSVILLE TREATMENT CENTER INC.
	GALAX TREATMENT CENTER, INC.
	GREENBRIER TREATMENT CENTER, INC.
	HUNTINGTON TREATMENT CENTER,
	INC.
	INDIANAPOLIS TREATMENT CENTER, INC.
	JAYCO ADMINISTRATION, INC.
	JEFF-GRAND MANAGEMENT CO., INC.
	KANSAS CITY TREATMENT CENTER, INC.

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

CORPORATE SUBSIDIARIES (cont.):

	MINERAL COUNTY TREATMENT CENTER, INC.
	MWB ASSOCIATES-MASSACHUSETTS, INC.
	NATIONAL SPECIALTY CLINICS, INC.
	NSC ACQUISITION CORP.
	PARKERSBURG TREATMENT CENTER, INC.
	RICHMOND TREATMENT CENTER, INC.
	SAN DIEGO HEALTH ALLIANCE
	SHELTERED LIVING INCORPORATED
	SIERRA TUCSON INC.
	SOBER LIVING BY THE SEA, INC.
	SOUTHERN INDIANA TREATMENT CENTER
	INC.
	SOUTHERN WEST VIRGINIA TREATMENT
	CENTER, INC.
	SOUTHWEST ILLINOIS TREATMENT CENTER,
	INC.
	STONEHEDGE CONVALESCENT CENTER, INC.
	TRANSCULTURAL HEALTH DEVELOPMENT,
	INC.
	TREATMENT ASSOCIATES, INC.
	VIRGINIA TREATMENT CENTER, INC.
	VOLUNTEER TREATMENT CENTER, INC.
	WCHS OF COLORADO (G), INC.
	WCHS, INC.
	WHEELING TREATMENT CENTER, INC.
	WHITE DEER REALTY, LTD.
	WHITE DEER RUN, INC.
	WICHITA TREATMENT CENTER INC.
	WILLIAMSON TREATMENT CENTER, INC.
	WILMINGTON TREATMENT CENTER, INC.

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

CORPORATE SUBSIDIARIES (cont.):

	ASPEN EDUCATION GROUP, INC.
	ASPEN YOUTH, INC.
	AYS MANAGEMENT, INC.
	AHS OF IDAHO, INC.
	CAMP HUNTINGTON, INC.
	LONE STAR EXPEDITIONS, INC.
	SUWS OF THE CAROLINAS, INC.
	WILDERNESS THERAPY PROGRAMS, INC.
	MOUNT BACHELOR EDUCATIONAL CENTER,
	INC.
	NEW LEAF ACADEMY, INC.
	NORTHSTAR CENTER, INC.
	SUNHAWK ACADEMY OF UTAH, INC.
	TALISMAN SCHOOL, INC.
	TEXAS EXCEL ACADEMY, INC.
	TURN-ABOUT RANCH, INC.
	YOUTH CARE OF UTAH, INC.

 

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

 

 

	LIMITED LIABILITY COMPANY
	SUBSIDIARIES:

	ACADEMY OF THE SIERRAS, LLC
	ADIRONDACK LEADERSHIP EXPEDITIONS, LLC
	ASPEN ACHIEVEMENT ACADEMY, LLC
	FOUR CIRCLES RECOVERY CENTER, LLC
	OUTBACK THERAPEUTIC EXPEDITIONS, LLC
	PASSAGES TO RECOVERY, LLC
	TALISMAN SUMMER CAMP, LLC
	ASPEN RANCH, LLC
	BROMLEY BROOK SCHOOL, LLC
	CEDARS ACADEMY, LLC
	COPPER CANYON ACADEMY, LLC
	ISLAND VIEW RESIDENTIAL TREATMENT
	CENTER, LLC
	NEW LEAF ACADEMY OF NORTH CAROLINA,
	LLC
	ASPEN INSTITUTE FOR BEHAVIORAL
	ASSESSMENT, LLC
	OAKLEY SCHOOL, LLC
	SWIFT RIVER ACADEMY, L.L.C.
	PHOENIX OUTDOOR, LLC
	STRUCTURE HOUSE, LLC
	CRC WISCONSIN RD, LLC

 

 

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

 

 

SAN DIEGO TREATMENT SERVICES

 

	By: Jayco Administration, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	By: Treatment Associates, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

CALIFORNIA TREATMENT SERVICES

	By: Jayco Administration, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	By: Treatment Associates, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

MILWAUKEE HEALTH SERVICES SYSTEM

	By: WCHS, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	By: Coral Health Services, Inc.
	Its: Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

 

 

THE CAMP RECOVERY CENTERS, L.P.

	By: CRC Recovery, Inc.
	Its: General Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	By: CRC Health Corporation
	Its: Limited Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	STONEHEDGE CONVALESCENT CENTER
	LIMITED PARTNERSHIP

	By: Stonehedge Convalescent Center, Inc.
	Its: General Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

	By: Comprehensive Addiction Programs, Inc.
	Its: Limited Partner

	By: _____________________________
	Name: Kevin Hogge
	Title: Chief Financial Officer

		U.S BANK NATIONAL ASSOCIATION,
			as Trustee
		By:		_____________________________
		Name:
		Title: