Contract
Ex. 2J
SUPPLEMENT NO. 10 dated as of April __,
2009, to the Security Agreement dated as of February 6, 2006 among CRC HEALTH
CORPORATION, a Delaware corporation (f/k/a CRC HEALTH GROUP, INC.) (the “Borrower”), CRC
HEALTH GROUP, INC., a Delaware corporation, (f/k/a/ CRCA Holdings, Inc.) (“Holdings”), and the
Subsidiaries of the Borrower identified therein and CITIBANK, N.A., as
Collateral Agent for the Secured Parties (as defined below).
A. Reference
is made to the Credit Agreement dated as of February 6, 2006 (as amended and
restated as of November 17, 2006 and as subsequently amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
among Holdings, the Borrower, the lenders from time to time party thereto,
Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and
L/C Issuer, each Lender from time to time party thereto, JPMorgan Chase Bank,
N.A., as Syndication Agent, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Credit Suisse, as Co-Documentation Agents.
B. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Security Agreement
referred to therein.
C. The
Grantors have entered into the Security Agreement in order to induce the Lenders
to make Loans and the L/C Issuers to issue Letters of
Credit. Section 7.14 of the Security Agreement provides that
additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties
under the Security Agreement by execution and delivery of an instrument in the
form of this Supplement. Each of the undersigned Restricted
Subsidiaries (individually, a “New Subsidiary” and
collectively, the “New
Subsidiaries”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Party under the
Security Agreement in order to induce the Lenders to make additional Loans and
the L/C Issuers to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.
Accordingly,
the Collateral Agent and the New Subsidiaries agree as follows:
SECTION
1. In accordance with Section 7.14 of the Security
Agreement, each New Subsidiary by its signature below becomes a Subsidiary Party
(and accordingly, becomes a Grantor) and Grantor under the Security Agreement
with the same force and effect as if originally named therein as a Subsidiary
Party and each New Subsidiary hereby (a) agrees to all the terms and provisions
of the Security Agreement applicable to it as a Subsidiary Party and Grantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor thereunder are true and correct on and as of
the date hereof. In furtherance of the foregoing, each New
Subsidiary, as security for the payment and performance in full of the
Obligations does hereby create and grant to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of such New Subsidiary’s right,
title and interest in and to the Collateral (as defined in the Security
Agreement) of such New Subsidiary. Each reference to a “Grantor” in
the Security Agreement shall be deemed to include the New
Subsidiaries. The Security Agreement is hereby incorporated herein by
reference.
SECTION
2. Each New Subsidiary represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its
terms.
SECTION
3. This Supplement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which when
taken together shall constitute a single contract. Delivery by
telecopier of an executed counterpart of a signature page to this Supplement
shall be as effective as delivery of an original executed counterpart of this
Supplement. This Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears
the signatures of the New Subsidiaries and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such New Subsidiaries and the Collateral Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such New Subsidiaries,
the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that the New Subsidiaries shall not have the
right to assign or transfer its rights or obligations hereunder or any interest
herein or in the Collateral (and any such assignment or transfer shall be void)
except as expressly contemplated by the Security Agreement or the Credit
Agreement.
SECTION
4. Each New Subsidiary hereby represents and warrants that
(a) set forth on Schedule I attached hereto is a true and correct
schedule of the location of any and all Collateral of such New Subsidiary and
(b) set forth under its signature hereto is the true and correct legal name
of such New Subsidiary, its jurisdiction of formation and the location of its
chief executive office.
SECTION
5. Except as expressly supplemented hereby, the Security
Agreement shall remain in full force and effect.
SECTION
6. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION
7. Any provision of this Supplement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.
SECTION
8. All communications and notices hereunder shall be in
writing and given as provided in Section 7.01 of the Security
Agreement.
SECTION 9. Each
New Subsidiary agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the
Collateral Agent.
#11846715v1_Active_
- 10th Supplement to Security .DOC
1
IN
WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed
this Supplement to the Security Agreement as of the day and year first above
written.
LOAN
HOLDINGS, LLC
By:
|
|
Name:
Xxxxx Xxxxx
|
|
|
Title: Chief
Financial Officer
|
|
|
Legal
Name: Loan Holdings, LLC
|
|
|
Jurisdiction
of Formation: Delaware
|
|
|
Location
of Chief Executive Office:
|
|
|
00000
Xxxxxxx Xxxxx Xxxx.
|
|
|
Xxxxx
000
|
|
|
Xxxxxxxxx,
Xxxxxxxxxx 00000
|
LOAN
ADMINISTRATION, LLC
By:
|
|
Name:
Xxxxx Xxxxx
|
|
|
Title: Chief
Financial Officer
|
|
|
Legal
Name: Loan Administration,
LLC
|
|
|
Jurisdiction
of Formation: Delaware
|
|
|
Location
of Chief Executive Office:
|
|
|
00000
Xxxxxxx Xxxxx Xxxx.
|
|
|
Xxxxx
000
|
|
|
Xxxxxxxxx,
Xxxxxxxxxx 00000
|
Signature
Page to Supplement to Security Agreement
2
LONE
STAR EXPEDITIONS, INC.
By:
|
|
Name:
Xxxxx Xxxxx
|
|
|
Title: Chief
Financial Officer
|
|
|
Legal
Name: Lone Star Expeditions,
Inc.
|
|
|
Jurisdiction
of Formation: Delaware
|
|
|
Location
of Chief Executive Office:
|
|
|
00000
Xxxxxxx Xxxxx Xxxx.
|
|
|
Xxxxx
000
|
|
|
Xxxxxxxxx,
Xxxxxxxxxx 00000
|
Signature
Page to Supplement to Security Agreement
3
CITIBANK,
N.A.,
as
Collateral Agent
By:
|
|
Name:
|
|
|
Title:
|
Signature
Page to Supplement to Security Agreement
4
Schedule
I to Security Agreement Supplement
00000
Xxxxxxx Xxxxx Xxxx.
Xxxxx
000
Xxxxxxxxx,
Xxxxxxxxxx 00000
5
