Contract
Exhibit 4.1g
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
Amendment of
Indenture
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
Miscellaneous
Provisions
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.
[the
remainder of this page intentionally left blank]
IN
WITNESS WHEREOF, the undersigned have executed this Seventh Supplemental
Indenture this 23rd day of May, 2008.
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CRC
HEALTH CORPORATION
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By:
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_____________________________
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Name:
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Xxxxx
Xxxxx
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Title:
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Chief
Financial Officer
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CORPORATE SUBSIDIARIES:
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0xxxxxxx.xxx
NETWORK
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ADVANCED
TREATMENT SYSTEMS, INC.
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ATS
OF XXXXX COUNTY, INC.
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ATS
OF DELAWARE, INC.
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ATS
OF NORTH CAROLINA, INC.
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BATON
ROUGE TREATMENT CENTER,
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INC.
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BAYSIDE
MARIN, INC.
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XXXXXXX
TREATMENT CENTER, INC.
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BGI
OF BRANDYWINE, INC.
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BOWLING
GREEN INN OF PENSACOLA,
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INC.
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BOWLING
GREEN INN OF SOUTH
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DAKOTA,
INC.
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CAPS
OF VIRGINIA, INC.
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CARTERSVILLE
CENTER, INC.
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CHARLESTON
TREATMENT CENTER
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INC.
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CLARKSBURG
TREATMENT CENTER,
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INC.
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COMPREHENSIVE
ADDICTION
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PROGRAMS,
INC.
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CORAL
HEALTH SERVICES, INC.
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CRC
ED TREATMENT, INC.
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CRC
HEALTH OREGON, INC.
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CRC
HEALTH TENNESSEE, INC.
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CRC
HEALTH MANAGEMENT, INC.
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CRC
WEIGHT MANAGEMENT, INC.
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CRC
CALIFORNIA RD, INC.
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EAST
INDIANA TREATMENT CENTER,
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INC.
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EVANSVILLE
TREATMENT CENTER INC.
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GALAX
TREATMENT CENTER, INC.
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GREENBRIER
TREATMENT CENTER, INC.
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HUNTINGTON
TREATMENT CENTER,
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INC.
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INDIANAPOLIS
TREATMENT CENTER, INC.
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JAYCO
ADMINISTRATION, INC.
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XXXX-GRAND
MANAGEMENT CO., INC.
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KANSAS
CITY TREATMENT CENTER, INC.
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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CORPORATE SUBSIDIARIES
(cont.):
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MINERAL
COUNTY TREATMENT CENTER, INC.
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MWB
ASSOCIATES-MASSACHUSETTS, INC.
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NATIONAL
SPECIALTY CLINICS, INC.
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NSC
ACQUISITION CORP.
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PARKERSBURG
TREATMENT CENTER, INC.
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RICHMOND
TREATMENT CENTER, INC.
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SAN
DIEGO HEALTH ALLIANCE
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SHELTERED
LIVING INCORPORATED
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SIERRA
TUCSON INC.
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SOBER
LIVING BY THE SEA, INC.
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SOUTHERN
INDIANA TREATMENT CENTER
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INC.
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SOUTHERN
WEST VIRGINIA TREATMENT
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CENTER,
INC.
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SOUTHWEST
ILLINOIS TREATMENT CENTER,
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INC.
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STONEHEDGE
CONVALESCENT CENTER, INC.
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TRANSCULTURAL
HEALTH DEVELOPMENT,
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INC.
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TREATMENT
ASSOCIATES, INC.
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VIRGINIA
TREATMENT CENTER, INC.
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VOLUNTEER
TREATMENT CENTER, INC.
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WCHS
OF COLORADO (G), INC.
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WCHS,
INC.
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WHEELING
TREATMENT CENTER, INC.
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WHITE
DEER REALTY, LTD.
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WHITE
DEER RUN, INC.
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WICHITA
TREATMENT CENTER INC.
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XXXXXXXXXX
TREATMENT CENTER, INC.
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WILMINGTON
TREATMENT CENTER, INC.
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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CORPORATE SUBSIDIARIES
(cont.):
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ASPEN
EDUCATION GROUP, INC.
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ASPEN
YOUTH, INC.
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AYS
MANAGEMENT, INC.
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AHS
OF IDAHO, INC.
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CAMP
HUNTINGTON, INC.
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LONE
STAR EXPEDITIONS, INC.
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SUWS
OF THE CAROLINAS, INC.
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WILDERNESS
THERAPY PROGRAMS, INC.
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MOUNT
BACHELOR EDUCATIONAL CENTER,
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INC.
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NEW
LEAF ACADEMY, INC.
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NORTHSTAR
CENTER, INC.
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SUNHAWK
ACADEMY OF UTAH, INC.
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TALISMAN
SCHOOL, INC.
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TEXAS
EXCEL ACADEMY, INC.
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TURN-ABOUT
RANCH, INC.
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YOUTH
CARE OF UTAH, INC.
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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LIMITED LIABILITY COMPANY
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SUBSIDIARIES:
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ACADEMY
OF THE SIERRAS, LLC
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ADIRONDACK
LEADERSHIP EXPEDITIONS, LLC
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ASPEN
ACHIEVEMENT ACADEMY, LLC
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FOUR
CIRCLES RECOVERY CENTER, LLC
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OUTBACK
THERAPEUTIC EXPEDITIONS, LLC
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PASSAGES
TO RECOVERY, LLC
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TALISMAN
SUMMER CAMP, LLC
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ASPEN
RANCH, LLC
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XXXXXXX
XXXXX SCHOOL, LLC
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CEDARS
ACADEMY, LLC
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COPPER
CANYON ACADEMY, LLC
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ISLAND
VIEW RESIDENTIAL TREATMENT
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CENTER,
LLC
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NEW
LEAF ACADEMY OF NORTH CAROLINA,
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LLC
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ASPEN
INSTITUTE FOR BEHAVIORAL
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ASSESSMENT,
LLC
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OAKLEY
SCHOOL, LLC
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SWIFT
RIVER ACADEMY, L.L.C.
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PHOENIX
OUTDOOR, LLC
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STRUCTURE
HOUSE, LLC
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CRC
WISCONSIN RD, LLC
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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SAN
DIEGO TREATMENT SERVICES
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By:
Jayco Administration, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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By:
Treatment Associates, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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CALIFORNIA
TREATMENT SERVICES
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By:
Jayco Administration, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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By:
Treatment Associates, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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MILWAUKEE
HEALTH SERVICES SYSTEM
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By:
WCHS, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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By:
Coral Health Services, Inc.
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Its:
Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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THE
CAMP RECOVERY CENTERS, L.P.
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By:
CRC Recovery, Inc.
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Its:
General Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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By:
CRC Health Corporation
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Its:
Limited Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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STONEHEDGE
CONVALESCENT CENTER
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LIMITED
PARTNERSHIP
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By:
Stonehedge Convalescent Center, Inc.
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Its:
General Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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By:
Comprehensive Addiction Programs, Inc.
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Its:
Limited Partner
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By:
_____________________________
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Name:
Xxxxx Xxxxx
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Title:
Chief Financial Officer
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[Signature
Page to Seventh Supplemental Indenture]
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U.S
BANK NATIONAL ASSOCIATION,
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as
Trustee
|
|||||
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By:
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_____________________________
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||||
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Name:
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Title:
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[Signature
Page to Seventh Supplemental Indenture]
